The Spectacular Spider-Woman - MU 2501
by Anguirus1955
Summary: After being bitten by a genetically engineered spider on a field trip, Gwen Stacy finds herself gaining strange new powers and abilities. But along with these changes come new dangers to her life. Donning the alter-ego of Spider-Woman, Gwen soon learns the hard way that with great power comes great responsibility. This story is set in its own universe. Rating subject to change.
1. Along Came A Spider

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

So, here is my first fan fiction based on comic book characters. For the sake of convenience, this story is set in its own unique continuity not connected to any established realities within the existing comics and films created by Marvel. Instead, it takes place in what I like to call Marvel Universe 2501, which is just another one of those alternate realities that everybody adores. The first major arc of this story _does_ , however, borrow rather heavily from the first Spider-Man movie from 2002, for the sake of establishing a coherent narrative, as I feel that Sam Raimi's _Spider-Man_ (2002) is a solid piece of work that still holds up well even after 17 or so have gone by. Sure, some parts of it have aged noticeably, but the story itself is very well structures and still holds up to this day, and the characters are also all very well done with interesting arcs... well, most of them. Plus, _Spider-Man_ (2002) was my first _true introduction_ to the character.

I had known _of_ Spider-Man before then, but only through catching the occasional cartoon episode on TV and seeing various toys at stores. Otherwise, I knew nothing _about_ Spider-Man before seeing the 2002 movie at the age of ten, and then its sequel at the age of twelve. I owe both of those movies a bit of debt if I'm going to write fan fiction based on the character at all, and I consider _Spider-Man 2_ (2004) to be one of the best superhero movies ever made, even to this day. I think _Spider-Man 3_ (2007) is decent. It's not as good as the first two films, but I always have a good time while watching it.

I find _The Amazing Spider-Man_ (2012) to be a mixed bag, but still mostly enjoyable, although it does sadly have a mostly forgettable music score from the late James Horner. I consider _The Amazing Spider-Man 2_ (2014) to be one of the worst modern superhero movies ever made, ranking as being marginally more enjoyable than _Man of Steel_ and _Batman v Superman_ combined in terms of quality, although I do actually love _The Amazing Spider-Man 2_ 's music score... and it's well-choreographed action sequences... and Gwen Stacy's death _was_ actually very tragic and well done, so... yeah, it's a better movie than anything in the DCEU done by Zack Snyder (who I hope _never_ gets his fingers on the Spider-Man character), but it still has a _ton_ of problems.

As for my thoughts on _Spider-Man: Homecoming_ (2017)? Well... it's okay. It's mostly kind of forgettable, but I did like the Vulture and I sympathized with the guy and I completely understood his motivations, so he's a well-developed villain, but otherwise I find the film to be kind of... underwhelming. I never really got all that excited during the action sequences and... well, I found Peter Parker's characterization to be a bit backwards compared to how he was in _Captain America: Civil War_. Spider-Man seems a bit off in this movie. Peter Parker should never need to be told about how to be responsible. That's what the whole Uncle Ben... wait, there's no mention of Uncle Ben in this movie. Okay, so... I guess there was no Uncle Ben incident to tell Peter about Great Power and Great Responsibility... but then why does _Civil War_ have that scene where Peter tells Tony about how he knows that bad things will happen if he isn't responsible about using his powers? His behavior in _Homecoming_ , where he constantly feels this need to ask Happy Hogan about being given "real missions" and is constantly seeking approval from Tony Stark in order to become an official Avenger seems to completely contradict this, which is perplexing because _Civil War_ showed us that Peter was already going about doing his hero thing without any need for help from anyone or any need for being watched by anyone. It's like _Homecoming_ was originally meant to take place _prior_ to the events of _Civil War_ , but then it got re-written to take place afterwards for some reason. I'm only guessing here. Still, it's a decent enough movie, but despite what I've read and heard from countless YouTube reviewers and film critics online, it is _**NOT**_ the best Spider-Man movie ever. That title still belongs to _Spider-Man 2_ (2004).

Umm... anyway, all future story arcs will be much more original, for better and for worse.

That being said, I have done some gender reversing for a few characters in this story, as this is also based on the _Spider-Gwen_ series... sort of. I took the concept and decided to make my own spin on it. Because I am setting this story in its own separate continuity from the rest of Marvel's... well, everything, I am going to be doing whatever the hell I please in order to make a story that I consider worth reading.

So... what's to expect in this story? Gwen Stacy gets bitten by a spider and gains freakish spider powers. Harry Osborne is now Helen Osborne, and Norman Osborne is now Nora Osborne. Doctor Otto Octavius is now _Professor_ Olivia Octavius, and I plan on creating a new symbiote or two (although I _do_ plan on having Venom appear on its own alongside these new ones at some point as well). Also, the Green Goblin outfit will be more or less identical to its 2002 film counterpart for this story, aside from Nora replacing Norman, but... eh, whatever. The Lizard is still a mutated Curtis Connors, because I don't want to make _all_ of the villains female.

Also, J. Jonah Jameson is, well, J. Jonah Jameson, and Eddie Brock appears early on as a journalist for the Daily Bugle, along with Betty Brant in her usual role. There are no Avengers in this story's continuity. Stark Industries does indeed exist alongside Oscorp as competition, but there's no SHIELD or Avengers Initiative or anything like that, although Steve Rogers _is_ alive, albeit still trapped in ice somewhere.

As for other Marvel characters who may appear in this story... I'm thinking I'd like to bring in X-23 at some point, along with Deadpool (albeit a slightly less 4th wall breaking variation of the character - he'll still do his thing, but I'll just write those moments to be ambiguous), and maybe even Professor X (mostly so Deadpool can drive him insane for comedy), and maybe even Tony Stark will appear (but only sporadically, because, honestly, Iron Man gets _way_ too much attention these days), and I plan on also having Kingpin and Bullseye show up a few arcs down the road when the story takes a hard turn for the M rating.

Also, expect long delays between arcs. After one arc is finished, I plan to resume working on my other stories before starting up a new arc. Wash, rinse, repeat.

As with all stories I write, I wrote this while listening to music from various film, TV, and video game scores. Soundtracks I listened to include _Spider-Man_ (2002) by Danny Elfman, _Brainstorm_ (1981) by the late James Horner, _Project A-Ko_ (1986) by Joey Carbone & Richie Zito, and _Can't Buy Me Love_ (1987) by Robert Folk.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites, although YouTube is your best bet for the non-anime music.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score **:** _Main Title_ , _On The Bus_ , _Spider Bite_.

Music From _Brainstorm_ (1981): _Lillian's Heart Attack_.

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Thinking Of You_ , _Siberia_ , _Dark Vid Game Fight_ , _The Real Me_.

Music From _Project A-Ko_ (1986): _Dance Away_ (Performed by Annie Livingston), _Follow Your Dream_ (Performed by Valerie Stevenson), _Dance Away (Instrumental)_ , _Morning Light Type-B_.

 **Track Order Listing - All After Opening Theme**

 **01**. _Geek Groove_ (Gwen arrives at school), **02**. _Morning Light Type-B_ (The Mary Janes Practice), **03**. _On The Bus_ (Field trip to Columbia University), **04**. _Spider Bite_ (Gwen gets bitten), **05**. _Dark Vid Game Fight_ (After dinner/Gwen feels sick), **06**. _Lillian's Heart Attack_ (Gwen's painful transformation).

* * *

 **OPENING THEME:** _ **Spider-Man (2002) Main Title**_

* * *

 **CHAPTER 001: Along Came A Spider**

* * *

 **Midtown High School, New York City, New York, Thursday, March 08, 2040 A.D.**

As the school bus slowed to a stop, its doors opened and the numerous young occupants piled out as they walked toward the front doors of that most hated of institutions: High School, a place of suffering, pain, awkwardness, and, worst of all... _learning_. It also contained horrible cafeteria food, which contributed heavily to the lack of academic progress made by most of the students who attended the facility.

Walking into the doors of the school was 16 year-old girl with blonde hair tied in a ponytail named Gwendolyn Stacy, the daughter of widowed police lieutenant George Stacy and the late Helen Stacy, and currently a member of a small band known as _The Mary Janes_ , named after their lead singer, Mary Jane Watson. Taking a left, Gwen quickly made her way down the hall toward her locker, weaving her way through the throngs of fellow students filling the hallway. As soon as she reached her locker, she emptied her backpack of non-essential school supplies and hung it on a hook inside the metal cabinet.

As she grabbed her necessary supplies, Gwen heard the locker next to her being opened. Glancing to her left, she saw the brown hair of her classmate, Peter Parker, as he grabbed his books and pencils. Closing her locker door, Gwen stood up and looked around as numerous other students passed by them in the hall, keeping an eye out for anyone looking to torment the boy so early in the morning. Peter had always been the target of bullies throughout most of his academic life, and thus he was often nervous or wary of most of his fellow students, despite his otherwise optimistic outlook on life. Gwen Stacy was among the few people he was able to rely upon, having known her since they were both seven years old, although neither of them had really interacted with each other much until the end of middle school.

Peter finished grabbing his supplies and closed his locker door before locking the lock and stuffing the key into one of his pants pockets. "So, ready for class yet?" Gwen asked Peter as she leaned against her locker, prompting the bespectacled boy to face her with his usual nervous grin. Peter quickly glanced around the hallway before returning his attention to Gwen.

"Uh... y-yeah. Yeah, I am," Peter replied with somewhat forced confidence in his voice, smiling at Gwen and nodding his head eagerly, causing his glasses to slide down the rim of his nose. He quickly readjusted them. Gwen simply rolled her eyes playfully.

"Well, come on then," Gwen said as she walked side-by-side with Peter. Both of them shared homeroom and certain periods together. As they approached the doorway of their homeroom class, Gwen looked around before seeing Eugene "Flash" Thompson, a boy who had often teased and tormented Peter in the past and still did on occasion, standing near a locker while talking with some of his friends.

"So, are you ready for tomorrow's field trip?" Peter asked Gwen as they walked through the hallway. Gwen looked at Peter curiously, before realization kicked in. "Well?" he asked her again.

"Yeah, I'm ready. I don't see why it's so important, though," Gwen said with a shrug of her shoulders. Peter looked at her incredulously.

"What!? Gwen, it's _Columbia University!_ " Peter replied excitedly. "Did you know that Professor Reed Richards graduated from there? You know who Reed Richards is, right?" Peter asked her. Gwen nodded her head.

"Yes, Peter. He's a famous scientist," she replied, hiding her annoyance at Peter's fanboy behavior.

"Yes, and we're taking a field trip to the place he graduated from! Did you know that they also have one of the biggest electron microscopes on the Eastern seaboard as well?" he added with an enthusiastic grin on his face.

"No," Gwen said in a near monotone voice. "No, I did not. Thank you for enlightening me," she added with absolutely zero enthusiasm.

"Well, just wait until you see it! It's gonna be awesome!" Peter gushed.

"Uh-huh. Well, just make sure you keep your pants on when you see the microscope," Gwen teased. Peter rolled his eyes in response.

Gwen soon ushered Peter into the classroom before Flash could notice them, just as she saw the dark brown shoulder-length hair of Helen Osborne as she made her way down the hall. Another friend who shared homeroom with Gwen and Peter, Helen Osborne was the daughter of the late Robert Osborne and his widow, Nora Powell-Osborne, who was now the current CEO of Oscorp, a company that was founded by Robert and his father, Michael Osborne. Helen Osborne, despite the prestige that came with her family's wealth, had chosen to remain in public school along with her friends. She was also a member of _The Mary Janes_.

As Helen passed by Flash, the boy looked at her with a grin. Ever since Mary Jane Watson had broken up with Flash during their Freshman year, the boy had become very insecure about his masculinity and thus often tried to impress the opposite sex in ways that he believed to be masculine. He often failed.

Ignoring Flash, Helen walked into the classroom with her supplies in hand and sat down at her desk. Again, despite her wealth, she often dressed in casual attire much like the rest of the students, which was another reason that she chose to remain in public school. Helen _hated_ the uniforms that students at private schools were forced to adorn.

"Hey, Helen!" Peter said as he waved at her from his desk. Helen nodded her head and waved back at him before looking at Gwen, who was leaning back in her chair as she texted Mary Jane on her cell phone. Gwen then looked up from her phone and stared Helen in the eyes.

"M-J's got a new song she wants us to work on during practice," Gwen said, referring to Mary Jane Watson with her preferred nickname. Helen nodded her head in understanding as the rest of the class filed into the room and sat down at their desks.

"What's it called?" Helen asked her curiously.

Gwen looked back down at her phone. "Uh... I dunno. Let me ask her," Gwen said before typing a message and sending it to Mary Jane. When she received a response a minute later, she raised an eyebrow, which Helen noticed.

"Well? What's it called?" Helen asked again.

"She says it's a secret until practice," Gwen said.

Helen rolled her eyes in response. "Of course it is," she said before she shook her head in disappointment. "Hey, try asking Glory. Maybe _she'll_ tell us," Helen suggested, urging Gwen to try texting fellow band member Glory Grant.

A couple minutes later, Gwen got the same response from Glory as well. "They're both keeping silent until it's time for practice," Gwen said with disappointment in her voice. "Guess we're not finding out until after school," she added as she pocketed her phone.

* * *

 **Deep Inside Oscorp Headquarters, New York City, Around Noon...**

Walking through the corridors of her workplace, Nora Osborne swiftly made her way to the laboratory where the company's newest experiment was being conducted. Entering the laboratory on Level E-5 and grabbing a lab coat from a rack, Nora quickly strode over to Dr. Mendel Stromm and Dr. Gary Price. "Gentlemen, I came as soon as you buzzed me," Nora said with an expectant look on her face. "So, this batch was successful?" she then asked as she looked at the various aquariums filled with lab rats.

"Yes. Unlike the previous test batch, this one shows marked improvement. No signs of mental instability either," Price said confidently. Nora smiled at him in response.

"Excellent. And what about the glider? Has the newest model passed the stress test?" Nora asked as she looked over at Stromm.

"Yes. Every one of them. It's on par with anything that Stark Industries is putting out, and far more maneuverable," Stromm said proudly. Nora smiled at this news as well.

"Did we find out what was wrong with the previous version of the serum?" Nora asked Stromm curiously.

"We're still running some tests on it, but given what we've observed so far, it would appear that too many of the chemicals were out of balance. They didn't interact properly when introduced to the oxygen in the blood stream. We've fine-tuned the serum for this batch, so it's technically back to formula, but after a few more months of testing, we should be ready to move on to larger specimens," Stromm explained.

Nora nodded her head in understanding. "Well, it's not too big of a setback. General Carradine will be visiting us in a couple of weeks to view our progress. _Hopefully_ , he'll be understanding and let us continue without incident," Nora said as she observed the lab rats in their enclosures.

* * *

 **The Grant Household, Later That Afternoon...**

Sitting down on her stool, Gwen prepared her drumsticks as she looked over at MJ while she conversed with Helen and Glory. "Hey! You _are_ gonna tell us the name of the new song before we play it, right?" Gwen asked MJ. MJ looked over her shoulder and rolled her eyes in response.

"Yes, Gwen! My god, have some patience," the redhead said in a patronizing manner. Gwen frowned and rolled her eyes in return while grumbling something under her breath. Once MJ and the others were done talking, they all soon took their places as MJ handed out a music sheet to each of them.

Gwen looked at the sheet in surprise before glancing up to look over at MJ. "We get... sheets?" she asked MJ curiously. MJ nodded her head in response. "Huh. I didn't know that you knew how to write music," she added before she looked back down at the sheet in her hand and flipped it over to see that it was two-sided.

"Well, technically, Glory wrote them," MJ said as she glanced over in Glory's direction. Glory noticed her and smiled before showing Helen something on the sheet in her hands. Gwen looked over at Glory as well before nodding her head in understanding.

"Everyone take a minute to read them over," MJ said. The rest of the Mary Janes looked over the sheets and studied the notes as MJ grabbed a bottle of water and took a few sips before setting it on a table nearby. MJ then strode back over to the band setup and took her place.

As everyone else checked their instruments, MJ grabbed her microphone, one that had been found and salvaged from a yard sale and various dumpsters years earlier along with most of the other instruments and gear used by her band, and prepared to sing. She snapped her fingers three times as a countdown before everyone started playing.

Gwen started tapping the drums to the notes on the sheet, while Glory did the same with her guitar. MJ then began belting out the lyrics of the song, while Helen joined in with her own keytar a minute later. There was only one little hiccup when MJ tripped over her tongue during the second verse, but after a few more rehearsals, everything was smooth sailing.

* * *

 **Columbia University, New York City, New York, Friday, March 09, 2040**

Stepping out of the bus, Gwen and Peter followed their teacher before stepping over to the side as the other students piled out and made their way up the grand steps of the university. Gwen looked around the university's exterior before glancing over at the parking spots nearby, watching as a limo drove up. "Here she is," Gwen said as she admired the expensive vehicle.

Inside the limo, Helen looked out at the other students as they walked up the steps of Columbia University, before spotting Gwen and Peter waiting for her near the bus. "Maybe we can pull around to the- _aw crap_. They already see me," Helen said with a frown, prompting her mother, who was sitting right next to her, to look at her curiously.

"And? What, are you _embarrassed_ to be arriving here in a limo?" Nora asked her daughter with a snicker. Helen glanced at Nora before slowly nodding her head. Nora rolled her eyes and shook her head at her daughter. "Helen, being wealthy is nothing to be ashamed of," Nora said to her daughter.

"But these are _public_ school kids," Helen said in protest.

"So are _you_ ," Nora pointed out. "Just because you're getting dropped off in a limo doesn't change that," she added. Helen nodded her head before opening the door, only to stop when she realized that her seat belt was still buckled. Nora chuckled slightly at her daughter before helping her unbuckle.

"Okay, now remember to pay attention and _learn something_ ," Nora said teasingly to her daughter as she opened the door.

"I will. See you later tonight, Mom," Helen said as she stepped out of the vehicle. Nora nodded her head before looking down at the floor in front of the seat and shaking her head.

As Helen strode over to where Gwen and Peter were standing, she smiled. "Hey, guys!" she said with a wave as she marched up to them. Peter was about to respond when Nora's voice cut through the air.

"Helen! You forgot this!" Nora called out as she stepped out of the limo and carried Helen's backpack over to her. Helen's face became flush with embarrassment.

"Uh... th-thanks," she said awkwardly as she retrieved the backpack and slipped it on. Nora then noticed Gwen and Peter.

"Hi there!" Nora said as she held out a hand to each of them. "I'm Nora, Helen's mother," Nora said with a smile as she shook hands with Peter and Gwen.

"I'm Peter Parker," Peter said. Nora nodded her head in affirmation before looking at Gwen.

"I'm Gwen Stacy," Gwen said. Nora nodded again before pulling her hand back.

"Yes, Helen's told me all about you," Nora said.

"I deny _everything_ ," Gwen said jokingly, causing Nora to chuckle.

"Anyway, you're part of that band she's in, right?" Nora asked as she looked back and forth between Peter and Gwen while Helen stood to the side.

"Well, _Gwen_ is part of their band," Peter said. Nora nodded her head in response. "I just hang out with them now and then," he added.

"Yes, the, uh... Mary Janes, right?" Nora asked as she glanced at Gwen. Gwen nodded her head in confirmation. "Cool. So, I take it she'll be with you for the rest of the afternoon?" Nora asked Gwen.

"Yup. As soon as we get back from this field trip, we're heading out to Glory's place to practice," Gwen said while Helen fidgeted nearby.

" _Hey! Are you guys coming!?_ " the teacher, Mister Verhoven, called out from the top of the steps.

"Well, I'll see later, Mom. Bye," Helen said as she darted up the stairs, leaving Nora standing alone when Gwen and Peter joined her. Nora raised her hand to wave at her daughter, only to realize that she wasn't looking back.

"Yeah. _Bye_ ," Nora said softly with a hint of dismay in her voice at not having her daughter wave back to her before she turned around and returned to the limo.

Meanwhile, the trio of students made their way up to where Mr. Verhoven was waiting for them. "Come on, let's get moving. It is a _priviledge_ to be here today, and we don't want to keep our hosts waiting," Mr. Verhoven said as he ushered Gwen, Peter, and Helen inside the doors of the university.

The group soon caught up to the rest of the students as an attractive researcher in her forties began the tour of the genetics lab. Entering the main room of the lab, everyone soon noticed the various monitors and testing equipment set up in a circular fashion as various researchers looked at... stuff. Gwen felt Peter put a hand on her shoulder, prompting her to look at him as he pointed to a big piece of machinery in the center of the room.

" _That's it! That's the electron microscope!_ " Peter whispered excitedly with a big goofy grin plastered on his face. " _Isn't it cool!?_ " he asked Gwen.

"Oh yeah," Gwen said with a hint of sarcasm in her voice, " _groovy_." She then returned her focus to the tour guide as she led them around the room to where a display of spiders could be seen. Helen fidgeted and tensed up as she saw the enclosures for the spiders nearby.

"Hey, you okay?" Gwen asked Helen. Helen nodded her head forcefully as she tried to put on a brave face, but Gwen could see through the facade. "It'll be all right. Just stick with Peter and me. We won't let anything bite you," Gwen said teasingly as she put an arm around Helen's shoulders. Meanwhile, up above them, a small black and white arachnid stealthily crawled along the underside of a balcony.

Gwen soon turned her attention to the tour guide as she exposited about the years of research conducted by the university. "Which has led us to breeding fifteen new species of what we like to call ' _Super Spiders_ '," the tour guide said. "Each one of them possesses enhanced strength, reflexes, agility, such as jumping great distances, and in some specimens we have observed a special precognitive ability that allows them to sense danger before it can reach them. We like to call it a _Spider Sense_ if you will," she joked.

"Wow. That's incredible," Peter said in awe as he listened to the lecture. Gwen and Helen both simultaneously turned their heads to look at him curiously for a few seconds in silence, before returning their attention to the tour guide again as she continued speaking. The tour guide then gestured to a series of enclosures, fifteen in all.

Each one contained a myriad of webs, with only some of the spiders being visible. Most of the visible ones were red and blue in coloration, although some were black and white. Unnoticed by just about everyone, one of the enclosures had a lid that was slightly off angle, as though it hadn't been leveled with the other three corners of the tank.

"Um excuse me? Are these spiders, uh, _dangerous_ to humans? Like, are they poisonous?" Flash asked the tour guide with a slight hint of nervousness in his voice. The tour guide looked at him curiously, before nodding her head.

"You mean _venomous?_ Yes, they are indeed venomous, but that's why we take special precautions to wear thick protective gear when handling them. We've also found that specialized gases and smoke can incapacitate the spiders without killing them for easier handling, but we'd rather be safe than sorry," the lady explained.

Meanwhile, a small black & white spider began to slowly descend from its hiding spot towards Gwen, carefully landing on the hood of her jacket and creeping into it without being noticed by anyone. Slowly, the spider crept forward, making its way toward the hair-covered flesh on Gwen's neck, maneuvering its way into her hair.

Gwen soon felt an odd sensation along the back of her head as the tour guide continued speaking. She turned her head to look around, only for the movement to stop. She then shrugged her shoulders and looked back at the tour guide.

The itsy bitsy spider remained still for a moment before Gwen stopped moving. It was finding the hair to be rather cumbersome to maneuver around, but a strand had somehow become struck around one of its legs. Frustrated, the spider then bit down onto Gwen's neck, injecting her with a small dose of its venom.

Gwen's eyes widened as she felt the sting of the bite and she gasped before reaching back to smack the back of her neck with her hand. After pulling her hand away, she saw something smeared on it before wiping her hand on her jeans. " _Gross_ ," Gwen muttered to herself.

"Hey, Gwen? You okay?" Peter asked her with concern. Gwen nodded her head in response, prompting Peter to do the same. "Okay. If you say so," he said before looking around the room one more time, before following the rest of the group as the tour guide led them to another part of the building.

Meanwhile, the venom of the genetically engineered spider was already slowly working its way through Gwen's system. Her body's immune system began to counter it immediately, but the venom was far more complex than the usual germs and viruses that the body was used to dealing with. Slowly, Gwen's immune system waged a strange war with the spider venom as the day went on, the girl herself completely oblivious to the changes that were slowly taking place in her body.

* * *

As the day went on, Gwen felt mostly normal. It wasn't until it was time to leave the university and go home that she started to feel a bit... strange, so to speak. As they sat on the bus, with Helen joining them, Gwen felt something stir in her gut briefly. Just as soon as it came, though, it was gone. However, as the bus ride back home neared its end for Gwen, she began to feel slightly light headed, and a strange churning began to occur in her gut.

Helen, meanwhile, was busy texting MJ and Glory. "Sweet! Em-Jay managed to get us a gig at the Mystic Spiral Club!" Helen said excitedly.

"I thought they... they changed their name, didn't they?" Gwen asked, feeling a migraine accompanied by some queasiness.

"Um... no," Helen replied. "Anyway, the gig is in a few-hey, are you feeling okay?" Helen asked Gwen as she saw her friend's pained facial expression. Gwen shook her head in response.

"No. I don't feel okay at all," Gwen replied tiredly, just as the bus came to a stop near her house. Gwen soon stood up and entered the aisle. "I don't think I'll be joining you guys for practice tonight," Gwen said as she walked through the aisle before exiting the bus. Helen and Peter watched through the bus window as Gwen sluggishly walked to the front door of her home before the bus pulled away.

Pulling out her house key, Gwen unlocked the front door and let herself inside. She closed the door behind her before pocketing her key and sluggishly walking toward the staircase. Slowly, she started climbing the stairs, her sense of balance feeling slightly off as she forced herself to raise one foot after the other, until she finally reached the top.

Slowly, she walked through the hallway before she reached her bedroom, door, opening it and looking inside with a sense of relief. Throwing her backpack into her room, Gwen then took off her jacket and looked at the hood before reaching back and grabbing something stuck to her hair. Pulling her hand back around, she saw the crushed body of the spider in her hand.

"Oh, gross!" she exclaimed before dropping the dead arachnid onto the floor. Taking her cell phone out of her pants pocket, she began to text Mary Jane, only to find her vision being slightly unfocused. "What the... what the hell?" she asked herself, not putting the very obvious clues together in regard to what was happening to her.

* * *

 **The Grant Household, A Short Time Later That Afternoon...**

"That sucks. I hope she gets better," Glory said as Helen told her about Gwen. Mary Jane nodded her head in agreement before she noticed Peter looking at her. Peter quickly looked away from her in embarrassment, before he decided to be "brave" and speak to his crush directly.

"So, um... hey, is-is it okay if I, uh, listen to you guys, um, p-practice?" Peter asked Mary Jane nervously, awkwardly smiling and secretly hoping that he wasn't creeping her or the other girls out. He also secretly hoped that they all planned on making out in front of him, but he pushed those thoughts to the very back of his mind, knowing that girls never did that in front of guys like him. Meanwhile, Mary Jane considered Peter's request, before finally nodding her head and handing him a sheet that Glory had made, asking him for his opinion on it.

* * *

 **The Stacy Household...**

Inside her bedroom, Gwen tried to focus on her homework, but her vision was constantly fluctuating in and out of focus, causing her to close her eyes to stave off the feeling of nausea with each wave of sight changes. She soon pushed her chair away from her desk and tried to walk over to her bed, only to lose her balance and fall to the floor.

"Dammit!" Gwen gasped as she tried to push herself up. The war in her blood stream between her immune system and the spider venom was now taking a far greater toll on her body, as the spider venom was starting to make drastic changes to her genetic code, and her immune system was going completely insane as a result. A sharp stabbing pain soon exploded through her stomach, forcing Gwen to screw her eyes shut and cry out in agony.

"Oh _FUCK!_ " Gwen swore as the pain spread through her body. She felt queasy, nauseous, cold, hot, and feverish. She began to pant as a cold sweat broke out over her body.

 _What the hell is happening to me!? Why is this happening to-the spider bite! Oh my god, I'm gonna die, aren't I? I don't wanna die! I don't wanna die!_

Panting, Gwen felt the need to throw up, and so she forced herself to crawl to the door, her arms and legs trembling as sweat poured down her face. With every movement, she felt pain in her arms, and she had to grit her teeth in order to pull through. Though the distance between herself and her bedroom door was only a few feet, to Gwen it felt akin to a mile long trek.

 _The bathroom! There should be pain medicine in the bathroom! M-Maybe... Maybe I can fight it with something in there_ , Gwen thought to herself in desperation.

A sharp pain soon tore through Gwen's chest, causing her to gasp and cry out before she began curling up into a fetal position on the floor. "S-Someone... _h-help me_ ," Gwen begged as she began to experience tremors throughout her body. Her hands shook and her arms felt like paper, her fingers curling and flexing with pain in every joint.

" _Someone, please help me!_ " Gwen cried as she felt her body begin to spasm as pain tore through her. The war between her immune system and the spider venom was now reaching fever pitch, and her body felt as though it were tearing itself apart. "Aah!" Gwen cried out as she felt pain shoot through her limbs.

"H-Help! S-Some-aarg!" Gwen cried out again as her muscles began to spasm once more. Sweat covered her from head to toe as she began to shake. She desperately began to wrap her arms around herself in a last ditch effort of self-comfort. " _Someone! Someone, please help me! D-Dad! P-Peter! Helen! Help me!_ " Gwen pleaded as she began to cry from the fever and pain taking over her body.

Panting like a dog, Gwen felt a horrible churning in her stomach as pain exploded throughout her body. She let out a cry of agony as her fever intensified, and a sharp pain in her head soon began to beat her down. The pain became too much, and she soon blacked out, losing consciousness on the floor.

As Gwen lied on the floor, her body's immune system continued fight a losing war against the spider venom, until it eventually was overwhelmed. The venom soon spread throughout Gwen's entire body as it began changing her very DNA. For the rest of the night, Gwen Stacy remained sleeping on the floor, completely unaware of what was in store for her the next day.

* * *

 **TEASER FOR NEXT TIME!**

In the next Issue/Chapter/Whatever of _**The Spectacular Spider-Woman**_ , Gwen wakes up to discover that her body has undergone some very unusual changes, and not the kind a girl normally goes through during puberty!

* * *

Author's Notes: Well, that ended rather horrifically, didn't it? Remember, kids, never let yourself get bitten by an experimental super spider. _**The More You Know!**_

Anyway, as I mentioned earlier, the first major arc of the story follows a similar plot structure to the 2002 Spider-Man movie directed by Sam Raimi, while also incorporating elements of the _Spider-Gwen_ comics. Future story arcs will be far more original in their plots... well, relatively speaking.

Anyway, I hope everyone reading this enjoyed the first chapter so far. After the first story arc had been completed, I will be finishing my Evangelion story and then continuing my Code Geass story for a few chapters before returning to Spider-Woman.

Please be sure to let me know what you think of the chapter in your reviews!


	2. My New Body And Me

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

And here is the second chapter. I would like to state that, when writing this story, I do imagine the voice of Emma Stone (who played Gwen stacy in both _The Amazing Spider-Man 1 & 2_ (2012 - 2014)) when writing Gwen's dialogue, because... well, she did a damn good job playing the character in both of those movies. That being said, I actually imagine the voice of Tobey Maguire when writing Peter Parker's dialogue (because he is the _definitive_ Peter Parker in my opinion, although I _do_ think that Andrew Garfield did an excellent job as _Spider-Man_ in his respective movies, just not as _Peter Parker_ ).

Also, for the record, this story _does_ feature mutants from the X-Men. However, for this first story arc, those characters will only be _mentioned_ , not shown, as this section of the story focuses on Gwen Stacy as Spider-Woman and Nora Osborne as the Green Goblin.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, _Project A-Ko_ (1986) by Joey Carbone & Richie Zito.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score **:** _Backyard Connection_ , _New Powers_ , _Something's Different_ , _First Web_ , _A New Man_ , _Web Slinger_ , _Costume Montage - Web Practice_.

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Broken Moon_ , _For You_.

Music From _Project A-Ko_ (1986): _Morning Light Type-C_ , _Follow Your Dream_.

 **Track Order Listing**

 **01**. _A New Man_ (Gwen wakes up), **02**. _Something's Different_ (Bathroom inspection), **03**. _First Web_ (Dishes/Second bathroom inspection), **04**. _Morning Light Type-C_ (Wall crawling), **05**. _Costume Montage - Web Practice_ (Leaving the house/rooftop shortcut), **06**. _Web Slinger_ (Web slinging to Glory's house).

* * *

 **CHAPTER 002: My New Body And Me**

* * *

 **The Stacy Household, Queens, New York City, New York, Saturday Morning, March 10, 2040**

Slowly opening her eyes, Gwen Stacy blinked away the cobwebs of sleep. Noticing that the world was on its side, she soon realized that she was lying on her side. Pushing herself up off the floor, Gwen reached up to rub her neck before getting the cricks out of it.

Looking down at her chest, Gwen realized that she was still wearing her clothes from the previous day. _How long was I out?_ Slowly pushing herself to stand up, Gwen looked around the room, noticing that her vision seemed somewhat... sharper. She blinked curiously as she inspected her room before walking over to her desk. Her laptop had entered sleep mode due to inactivity, the power cord and the adapter still plugged in to both the computer and the wall outlet.

Looking around, she also felt somewhat more... _aware_ of her surroundings than usual. It was as though a strange subtle sense of hyper-awareness was constantly tingling at her from the back of her mind. Stepping over to her laptop, she quickly closed out all of her opened applications and windows before shutting down the machine. She then turned around and began walking over to her closet.

Gwen soon noticed that her stride was quicker than usual. Reaching up to her face, she felt her arms feeling slightly different. She looked down at her hands and arms to see that they appeared to be slightly more muscular than before. The amount of new musculature wasn't considerably dramatic in comparison to her prior musculature, but a small increase was definitely noticeable.

Walking over to the mirror on her closet door, Gwen took in her reflection. Nothing seemed to different about her, aside from the slight increase in musculature. Taking off her shirt and unhooking her bra, Gwen checked for any other changes. Her breasts seemed to be the same as before, and her skin didn't look discolored in any way. Picking up her bra and clasping it again, Gwen then grabbed her shirt and put it back on before grabbing some new clothes from her dresser drawers, picking out a pair of blue jeans and a red T-shirt along with some clean socks and underwear.

While she couldn't see it, the spot on her neck where she had been bitten was colored deep purple. After grabbing fresh clothes, she opened her bedroom door and marched down the hallway to the upstairs bathroom. She quickly closed the bathroom door behind her.

" _Gwen? Are you finally awake up there!?_ " George Stacy called out from downstairs. Gwen turned around and opened the door. "Yeah, dad! I'm just getting a shower!" Gwen responded before closing the door again.

Locking the bathroom door, Gwen sighed and placed her clean clothes on counter space of the bathroom sink. She then quickly brushed her teeth and tongue to get rid of her morning breath before sitting down to use the toilet. Sighing, Gwen began replaying the previous day's events as she relieved herself.

"Okay... I was bitten by a spider at the university. And when I got home... when I got home... okay, I..." Trailing off, Gwen glanced down at her arms. "I started getting a fever," she said quietly to herself. "And then... I felt like I was _dying_ ," she continued grimly. "Then I blacked out. I guess... I guess my immune system just finally did its job," Gwen rationalized.

"Still, though... where'd I get these muscles?" she asked herself curiously. _I don't really work out. I guess constantly playing the drums just built them up over time_ , she rationalized in her head. _Yeah. That's... that's it. That's gotta be it. Spider bites don't give girls muscles_ , Gwen thought to herself with a snort before shaking her head.

Having convinced herself of everything being normal, Gwen cleaned herself up before stripping down and getting in the shower after throwing her dirty clothes in a basket. As the water cascaded down her body, she let out a sigh of relief, as though all of the pain and agony of yesterday's fever was being washed away with the dirt, grime, and sweat. Smiling, Gwen began lathering her body with soap.

About halfway through the process, she lost her grip on the wet soap bar, only to quickly catch it mid fall with her left hand as it fell from her right one. She quickly resumed cleaning herself, before eventually moving on to conditioner for her hair. Once she was finally rinsed off, she turned off the faucet before shaking her head to wipe the water from her hair.

Finally, she stepped out of the shower and realized that she had forgotten to grab a towel from the bathroom closet. Sighing in frustration, Gwen pressed her feet onto the mat in front of the shower before quickly marching over to the closet to grab a large towel to dry herself. After several minutes wiping herself down and drying off, Gwen allowed herself to look into the bathroom mirror above the sink.

She carefully looked herself up and down, taking a quick moment to inspect her breasts for lumps or any other possible signs of disease. There were none to be found. Letting out a sigh of relief, Gwen inspected her arms and legs, taking in the toned subtle muscles of her limbs. Despite what she tried to tell herself, those muscles had not been there yesterday when she woke up.

Walking over to the closet, Gwen pulled out a small stepping scale and gave it a moment to calibrate before standing on it. Her weight seemed to be within close range of what had been recorded at her most recent doctor appointment, albeit with a slight increase by three pounds. Looking at her arms and legs to take in the sight of the newly developed muscles, Gwen shrugged the minor weight gain off as being part of the package.

She then stepped off of the scale before opening a drawer in the cabinet to fish for a hand-held mirror. She then turned herself around and angled the mirror so that it reflected the reflection of her backside, showing her the bite mark on her neck as she lifted her hair out of the way. There was definitely some purple and light red discoloration, but it didn't appear to be aggravated or swollen to any significant degree.

"Huh," Gwen muttered with a shrug before turning around and putting the smaller mirror back in the drawer. "I guess my immune system is pretty spectacular," Gwen said to herself as she began getting dressed, first putting on her fresh bra before hiking up her clean panties. She removed the belt from yesterday's pants before looping it through her new jeans after tucking in her shirt. March weather was still rather cold, and she didn't want to have any skin exposed if she could avoid it.

After dressing herself, Gwen inspected herself in the mirror again. No matter how many times she looked into it, she saw a seemingly normal reflection of herself. And yet, somehow, she felt that something was different... aside from her new musculature. She didn't appear to be any taller than usual either. Shrugging her shoulders, Gwen opened the door and exited the bathroom, quickly heading down the stairs.

 **Meanwhile, Downstairs...**

Sitting at the kitchen table, Police Lieutenant George Stacy looked up from his bowl of cereal to see his daughter entering the kitchen. "Good morning, Pumpkin," George said. Gwen glanced at him and nodded her head in return.

"Mornin', Dad," she replied as she opened the refrigerator door. George watched as his daughter searched the fridge for something to eat, before he glanced over at the box of breakfast cereal and jug of milk already on the table. He listened to Gwen rummaging around for a couple of minutes before he cleared his throat to get her attention.

"Gwen, honey? Breakfast is already on the table," George said. Gwen stood up straight and looked over at the table before nodding her head and slowly closing the fridge door. "Don't worry about the milk. It hasn't been sitting out that long," George said reassuringly.

Gwen nodded her head and sat down before pouring the cereal into her bowl, followed by the milk. After capping the milk, Gwen began eating her breakfast, almost diving into it as though she were starving. George watched his daughter eat with a raised eyebrow.

"Geez, didn't you have any dinner last night?" George asked his daughter. Gwen looked up at him and shook her head.

"I wasn't feeling too good after the field trip," Gwen said. George nodded his head quietly in understanding.

"Yeah, that can put a damper on your stomach," he said in agreement. "You're feeling better _now_ , though, right?" he then asked her before bringing a spoonful of cereal and milk to his mouth. Gwen nodded her head in response as she continued eating.

"All right. But, uh, don't eat _too_ fast, or you'll just make yourself sick," George warned. Gwen looked up at him and slowly nodded her head as she chewed her food before swallowing.

The duo continued eating in relative silence for a few more minutes, before George looked at his watch and frowned. "Well, I gotta get going," George said apologetically as he stood up and took his empty dishes over to the dish washer.

"Don't you normally have off Saturdays?" Gwen asked her father curiously.

"Normally, but I changed shifts with Sergeant Danforth this weekend," George said. "His wife is in the hospital, so I decided to take over his shift today so that he can spend more time with her," he explained as he turned around and made his way through the kitchen and into the living room before heading upstairs to gather his things. Gwen nodded her head and continued eating.

A few minutes later, George Stacy came back downstairs, fully outfitted in his uniform. "I'll be back around nine tonight. Don't push yourself if you start feeling sick again, okay?" George called out to his daughter.

"Okay!" Gwen responded. George nodded his head and then he was out the door. Looking back down at her bowl, Gwen finished eating before lifting the bowl up and drinking what was left of the milk.

Standing up, Gwen took her dishes over to the dish washer and began to put them away. After arranging the bowl, she grabbed her spoon and moved to put it in the utensil holder, only to find it refusing to budge from her hand. Narrowing her eyes, Gwen held her hand up and looked at the spoon.

Grabbing it with her left hand, she slowly pulled it away from her right hand, only to notice something stringy and white connected to it. Looking down at her wrist, Gwen saw that the white string was coming directly out of her skin. Her eyes widened in surprise before she disengaged the spoon from the string and placed it in the dish washer.

Closing the dishwasher door, Gwen made to step away, only to find her hand stuck to the handle. Frowning, she slowly flexed her fingers and pulled away, seeing the string coming out of her left wrist as well. "What the hell?" Gwen asked herself as she grabbed the string and yanked on it, wincing as it was sharply pulled from her skin.

She repeated the process with her other wrist before taking a closer look at the slight discoloration of the splotches on her wrists. Gwen quickly marched over to the exit of the kitchen, accidentally placing her left hand on a chair. She then realized her mistake after hearing the chair creak behind her, prompting her to turn around and see the ridge of the chair stuck to her left hand.

Gwen pressed the back of her right hand to the chair and pushed as she pulled her left hand back. Grunting in frustration, Gwen added her right knee to the chair, soon freeing it. Bringing both hands up to her face, she quickly strode over to the stairs and marched back up to the bathroom.

Turning on the light, Gwen rushed over to the sink and washed her hands before drying them with a hand towel. As she tried to let go of the hand towel, she found it stuck as well. "Oh, son of a bitch!" Gwen swore in frustration. Pressing her head to the towel, she pulled her hands back before finally freeing them, watching as the hand towel fell down onto the counter top.

"What the hell is going on here?" Gwen asked herself fearfully. "What is _happening_ to me!?" she reiterated as she looked at her hands, not seeing the tiny, tiny barbs that had grown out of her skin to cover her fingers and palms. Taking a deep breath, Gwen looked at her reflection in the mirror.

Balling her hands into fists, Gwen took another deep breath as she placed her fists on the counter. "Okay... that spider... that spider bite was _not_ from a normal spider," Gwen said to herself as she began putting the obvious clues together. She then held her hands up and looked at them carefully.

Pressing her fingers against her palms, just above the wrist, she saw the white string shoot out again, this time in a much more defined fashion, clearly resembling webbing. Gwen's eyes widened as she looked at the spots on the mirror where the webbing was attached, before trailing her eyes down to her wrists again.

"Okaaaaaaayyyyy," she said in bewilderment to herself. "I'm shooting white sticky stuff out of my body. I thought this only happened to boys," Gwen muttered, just before her eyes widened as a terrifying thought occurred to her. She then disengaged the webs from her wrists before reaching down to undo her belt and pull down her pants and underwear. She looked at her crotch for a minute before sighing in relief as she pulled her pants and underwear back up.

"Oh, _thank goodness_ ," Gwen said happily to herself. "At least I don't have to worry about _that_ ," she added as she buckled her belt again. Looking back down at her hands and wrists, Gwen sighed as she contemplated how to handle hew new abilities.

"Does this make me a mutant?" she asked herself quietly. She then shook her head. _No, mutants are born with their powers, right? But then again... most of them don't start developing those powers until they reach puberty_ , she thought to herself. "But I was _bitten_ by an experimental super spider. So maybe... that makes me an _accidental mutant_ or something?" she asked herself.

"Well... at least I won't drop my drumsticks, right?" Gwen asked herself in an effort to stay positive. _I need to call MJ and the others to let them know I'm okay_ , Gwen thought to herself as she walked out of the bathroom and marched toward her bedroom. Stepping into her room, Gwen looked around for her phone before grabbing it and calling Mary Jane.

She waited for the ring tone to halt as MJ picked up the other end. "Hey, Em-Jay?" Gwen asked into the phone. " _Gwen? Hey, Gwen! Are you feeling better?_ " MJ asked her over the phone.

"Oh yeah. Much better," Gwen replied. " _That's good. So, are you gonna be able to make it today for practice?_ " MJ asked her. Gwen smiled at the thought. "Definitely. Just, um... I might be a little bit late, though. I only recently got out of bed and I need to shower and eat," Gwen lied.

" _Hey, I totally understand. You'll get here when you get here. But if you start feeling sick again, call to let us know, okay? Don't push yourself; that'll just make it worse_ ," MJ said over the phone, prompting Gwen to smile. "Don't worry. I'm not gonna push myself that bad. I'll see you guys after... um, some time in the afternoon. Bye!"

" _Yup! Bye!_ " MJ replied as both girls ended the call. Stuffing the phone into her pants pockets, Gwen looked around for her shoes and a jacket in her closet. She quickly put on some sneakers before grabbing a white and black track jacket that her father had bought for her last Christmas.

Carefully, Gwen grabbed her drumsticks and stuffed them into her jacket, being mindful to not get them stuck. Unfortunately, her newfound adhesiveness kicked in. "God dammit!" Gwen whined before taking a deep breath. "Okay... maybe... maybe I can control this by focusing on it or something," she said to herself.

Evening out her breathing, Gwen concentrated on her hand. A faint change in sensation soon occurred within her palm as she felt the drumsticks become unstuck. "Huh. Look at that," she said to herself. She then pressed her hand to her bed and held it against the cover before lifting it up, taking the cover along. She focused again before she felt the fabric of the cover fall away from her hand.

Bringing her hand up to her face for closer inspection, Gwen finally noticed the tiniest hint of those small barbs covering her skin. "Son of a bitch," she muttered to herself before curling her fingers and uncurling them repeatedly. _Wait a minute... what else can my hands stick themselves against?_

Looking at the wall of her room, Gwen slowly walked over and placed both hands against the wall before looking up. "I wonder..." she trailed off as she eyed the ceiling. Slowly, she began moving her arms and hands upwards, eventually planting her feet against the wall as she held herself in a crouch against the wall.

Carefully, Gwen began to turn herself, not even noticing how her equilibrium stayed intact as she slowly spun herself in a circular fashion, looking down at the floor as she kept her hands and feet against the wall. "Ho...Holy _SHIT!_ " Gwen gasped in amazement, her eyes wide and a big grin spread out across her face. "Ah-ha! Ha! Oh my god!" Gwen babbled excitedly as she began reorienting herself before crawling along the length of her bedroom wall.

"I... I-I can... I can walk on walls! _I CAN WALK ON WALLS!_ " Gwen cried out in excitement. _This is... this so fucking cool_ , Gwen thought to herself as she soon transitioned from the wall to the ceiling, crawling from one corner of the room to another in a matter of seconds. Craning her neck to look at the floor, Gwen narrowed her eyes and let go of the ceiling, falling through the air before twisting her body in order to land on her feet.

Looking back up at the ceiling, Gwen crouched. She took a breath and then jumped, her body angling itself so that she landed on the ceiling with all for limbs. Eyes wide, Gwen looked around before leaping from the ceiling to the wall near her closet, her balance and equilibrium never faltering. She then crawled down the wall and stood up on the floor.

"Oh... Ha-ha! Yes! Yes! Yes! Yes!" Gwen chanted happily as she looked at her hands. "This is awesome!" she exclaimed with a grin. "I could get used to _this_ ," she soon added. She then looked over at the clock on the wall.

"Still... band practice," Gwen said to herself as she felt her jacket to make sure that her drumsticks were secure. She then checked her pants pocket to make sure that her cell phone was still inside, smiling as she felt the rectangular outline of the device through the jeans. "All right," she said to herself as she began grabbing a few more items to take along on her trip, along with her backpack.

* * *

 **The Grant Household...**

Mary Jane Watson sighed as she looked at the cell phone in her hand. "Well?" Glory asked her curiously as she entered the garage. "Is she feeling better or not?" she asked.

"Yeah. She said she'd be here around noon, but I'm still not sure that she'll be staying," MJ replied. Glory raised and eyebrow at her statement. MJ noticed this. "Well, if she pushes herself while trying to get here, she may just end up making herself sick again, and then we'll be back to just three people during practice again," MJ explained.

"Yeeeaaaahhh... that would probably suck," Glory said, nodding her head in agreement. "So, any word from Helen yet?" she then asked. MJ shook her head in response.

"She said she'd be here today, but she didn't say _when_ , sooo... I dunno," MJ said. "I guess I could try calling her just to be sure," she added before dialing Helen Osborne's cell phone number. The phone rang as she waited for Helen to pick up.

* * *

 **The Stacy Household, A Short Time Later...**

Stepping out of the house, Gwen quickly locked the front door before walking down the front steps. With a bounce in her step, Gwen confidently strode down the sidewalk, a smile gracing her face as she began her journey toward Glory Grant's house. Glancing around the neighborhood, Gwen began to notice a strange sensation as a car drove up behind her. She could almost _feel_ the car itself and its position as it drove forward. The hairs on her arms and legs began to stand up as a new sixth sense took over her body.

Before the car even passed her, Gwen already knew how fast it was going. She used her peripheral vision to watch the vehicle pass her by as it sped down the road before taking a right turn and disappearing around a corner. Gwen paused mid-walk as she contemplated this newest ability to manifest itself. She then felt hairs all over her body stand up, along with a slight tingling sensation in the back of her neck as something sped through the air toward her.

Reacting faster than her brain could catch up, Gwen spun around and caught the rogue football in her left hand, her adhesiveness taking effect immediately. She looked at the object before glancing over at the fenced-in yard where two young boys where standing, one of whom was her neighbor, 10 year-old Miles Morales. "Hey, Gwen! Can we have that back!?" Miles asked her.

"Sure," Gwen replied with a smile after her brain finally caught up with everything. She then tried as carefully as possible to toss the football over to Miles and his friend. Miles smiled as he caught the football.

"Thanks, Gwen!" Miles shouted as he waved at Gwen. Gwen waved back and nodded her head before resuming her trek. Despite her earlier confidence, she now felt somewhat wary as she walked down the sidewalk, constantly noticing things around her thanks to her newfound ability. She noticed birds on power cables, cars driving by too fast, a dog in a yard staring at her, and a squirrel shooting past her feet to speed across the road.

 _'In some specimens we have observed a special precognitive ability that allows them to sense danger before it can reach them. We like to call it a_ _ **Spider Sense**_ '.

 _Spider sense_ , Gwen thought to herself as she slowly walked toward a corner, only to stop and step back just before a kid on a bicycle sped by. _So, what does this make me? Some kind of Spider-Girl?_ As Gwen continued walking, she reached down and pulled out her cell phone to look at the time.

It was already past 11:20 am. Sighing, Gwen pocketed her phone before looking up at the buildings around her. "I'll never get there before noon," she said to herself in frustration as she noticed the increase in traffic on the streets. Walking toward a crosswalk, Gwen waited for the various cars and trucks to slow down and stop. She waited... and waited... and waited.

Retrieving her phone again, Gwen saw that the time was now 11:34 am. With a growl of frustration, Gwen pocketed her phone and looked around for a shortcut. Seeing only an empty alley between two buildings behind her, she looked at her hands as an idea formed in her head.

Rushing into the small narrow alley, Gwen placed both of her hands on the brick wall of the building to her left. Slowly, she began to climb, carrying herself up the brick wall with her hands and feet, her adhesiveness somehow transferring through her shoes to her own surprise. Soon, she pulled herself up onto the roof before standing up to take a look around.

Walking over to the edge of the roof, Gwen looked down at the traffic on the street below, before looking up again and staring off into the distance, in the direction of Glory's house. "I wonder..." Gwen muttered to herself as she stepped backwards until reaching the back of the roof. She looked at the building across the street. It was taller than the one she was currently standing on, but remembering her practice in the bedroom, Gwen grinned.

"Okay. Nothing ventured, nothing gained," she said to herself as she charged forward, her legs carrying her faster and faster with every step. As soon as she reached the edge of the roof, she leaped into the air, her body carrying itself high above the street and towards the other building in an arc. Adrenalin rushed through Gwen's body as she felt a sense of near weightlessness before she began descending just shy of the roof. Quickly reaching out, she planted her hands on the building's face, stopping her fall before pulling herself up and hoisting her body over the ridge to somersault onto the roof, finally coming to a stop with her hands and shoes planted firmly on the rooftop.

Looking down at her feet before standing up, Gwen turned around and walked over to the edge of the roof. Gwen looked down at the street before glancing over at the roof of the other building she had just been standing on. A smile broke out over her face as she took in her accomplishment. "Holy shit! Holy shit! Holy shit!" she repeated in amazement. "Ha-hah! this _rocks!_ " she exclaimed happily.

Turning around, Gwen made her way to the other side of the roof and looked out across the city, smirking as she began planning her rooftop route. Backing up from the edge of the rooftop to the other side, Gwen took a deep breath and focused before charging forward again, leaping off of the roof. "Yaaahooooooooo!" Gwen cried out joyously as she soared through the air before landing on the next rooftop.

After landing on the next roof, Gwen smirked. " _Oh yeah_. I could _definitely_ get used to this," she said to herself as she prepared for her next running leap. "Yippee-kai-yay!" she cried out as she leapt through the air before landing on the next roof.

She leapt from rooftop to rooftop, her stride never breaking, and a smile planted firmly on her face as exhilaration surged through her body. Gwen began to experience a thrill she had never known before as she raced forward after each landing, never stopping, and never slowing down. She felt powerful. She felt alive. She felt like a brand new woman.

After reaching another rooftop, Gwen paused as she saw the buildings around her. All of them were taller than the one she was standing on. Looking them up and down, she started to frown as she analyzed the height differences between them. _I can't leap onto them like the others_ , Gwen realized sourly.

She looked around the rooftop as she tried to find a solution to her predicament. Balling her one hand into a fist, Gwen remembered her incident in the bathroom earlier. Looking at the nearest building, Gwen held out her hand. "Okay. Go web!" she said firmly.

Nothing happened.

Gwen frowned and looked at her hand. _I don't get it_ , she thought to herself. She held out her hand again, this time in the Vulcan greeting formation. "Fly, web powers!" she said.

Nothing happened.

"Huh," she said to herself as she looked at her right hand. _So... how did I shoot webs in the bathroom?_ Balling her hand into a fist again, Gwen carefully pressed her two inner fingers against a point just above her wrist, leaving her pinkie, pointer finger, and thumb out. A small slit opened up in her wrist just as the white webbing shot out. Surprised at the sight, Gwen relieved the pressure.

Looking out at the string of web sailing through the air, Gwen watched as it landed on the next building. She then looked down at her wrist again. Looking upwards, she aimed her hand at the building before reapplying pressure to the spot above her wrist, watching as the string of web shot out again, this time much longer. "Okay. So, _that's_ how it works," Gwen said to herself.

Pressing her fingers above her wrist again, Gwen held them as the web shot out and attached itself to a billboard on a nearby building. She then let go and grabbed the rope of web with her other hand. Smirking, Gwen backed up and then ran forward before jumping into the air, hoping to use her web to carry her up further than her leap.

Gwen stopped smiling when she realized that she was swinging much lower than anticipated, and her smiled soon turned into a worried frown as the side of the building became much larger and closer than she expected. "Oh shit," Gwen muttered with wide eyes just before she crashed into the building. "Oww," Gwen moaned as she removed her face from the brick wall of the building.

"Oh, my _nose_ ," she whined as she reached up with one hand to rub the orifice. Holding the web rope steady, Gwen began climbing up to the roof of the building. As she pulled herself up over the ledge, she looked up at the spot on the billboard where her web was still attached.

"Okay, let's not do _that_ again," Gwen muttered to herself. Looking up at the billboard, Gwen aimed her hand at the large rectangle before shooting a string of web at it, this time jumping at the same time to pull herself up onto the face of the billboard after her web planted itself. "Whoa!" Gwen let out in surprise as she planted her feet against the face of the billboard.

Inhaling and then exhaling slowly, Gwen spun herself around before leaping back down to the roof, landing on all feet and hands in a crouch. Standing up straight, Gwen looked out at across the city as she eyed her path to Glory's house. Holding her wrist up, Gwen smirked. "Practice makes perfect," she then said to herself.

* * *

 **The Grant Household, A Short Time Later...**

MJ checked her watch before looking out the opened garage. Helen had just arrived a few minutes earlier and was getting her keytar set up. "So, any word from Gwen yet?" Helen asked MJ and Glory as she checked her keytar's batteries. Glory was busy checking her own guitar and its strings.

Holding up her phone, MJ checked it again for any new messages before looking back out at the opened garage. "Well, not... speak of the devil," MJ said as she saw Gwen stepping into view and walking into the garage. "Gwen! You made it!" MJ exclaimed happily. Helen and Glory both looked over at her with a smile.

"I told you I'd be here," Gwen said with a smirk. She looked around at her friends and prepared to tell them about her new abilities... before a small feeling of doubt crept its way into her head. What if they didn't accept her? What if they viewed her as a freak?

Gwen had heard the news reports regarding violence against mutants in various parts of the country, including protests at schools by concerned parents and even Congressional hearings regarding policies regarding the treatment and identification of mutants. _Am I a mutant, though? I mean, I wasn't born with these abilities_. _But how will my friends react? How will their families react when they learn about what I can do? Glory's parents are nice people, and my own father is somewhat open-minded... I think. I know almost nothing about Helen's mother, though, and MJ's family... ugh_. Gwen knew from spending time at J's house that MJ's father wasn't exactly the most accepting and tolerant person around, although to be fair the man was also an abusive alcoholic who was unpleasant to just about _everyone_.

Gwen looked at her friends again before deciding to play things safe and simply not say anything for the time being. _I'll tell them when the time is right. I'm sure they'll understand... in time_ , Gwen told herself. "So, who's ready for practice?" she asked excitedly, pushing her fears and doubts to the back of her mind as she pulled out her drum sticks.

Helen looked at Gwen with slight concern. "Are you sure you're up to it? I mean, after yesterday, are you sure that you're feeling okay?" Helen asked Gwen.

"Never been better," Gwen replied with a smile.

* * *

 **TEASER FOR NEXT TIME!**

On the next issue/chapter of _**The Spectacular Spider-Woman**_ , Nora Osborne learns that her company's contract with the military is in jeopardy, while Gwen continues exploring her new powers while she and _The Mary Janes_ practice for an upcoming gig at a club.

* * *

Author's Notes: And this was Chapter 2!

So, as all of you can see, I've chosen to incorporate the organic web-shooters from the Sam Raimi trilogy, because... well, I honestly think that's really neat. It does tie in with the whole puberty metaphor thing, and it also makes for some fun moments as Gwen learns to control her powers throughout the story. It also means that she doesn't need to rely on a hi-tech suit or fancy gadgets later on when she becomes Spider-Woman. I mean, yeah she's still gonna have a suit, but if she's in trouble and she doesn't have the suit, she can still shoot webs to help herself get out of a sticky situation, and that's something that I've only recently started appreciating about the Tobey Maguire Spider-Man in the Sam Raimi trilogy, as well as Venom in his 2018 film.

After watching both _Spider-Man: Homecoming_ (2017) and _The Amazing Spider-Man_ (2012) on Blu-Ray again, I feel that the tech angle for Spider-Man's abilities has gone a bit overboard recently. In TASM, I thought it was balanced in how the tech angle was approached, but in _Homecoming_... that wasn't a Spider suit. That was an Iron-Man suit that _resembled_ the Spider suit. And I'm gonna be honest... I'm not a big fan of Peter being a Tony Stark fanboy. Yes, I know that in the comics Peter looks up to Tony as a mentor figure, but I prefer Spider-Man (or Spider-Woman) to be someone who relies mostly on themselves to get the job done, instead of relying on hi-tech gadgets _made by someone else!_

Still, following the ferry scene and Peter being forced to rely on himself, I enjoyed the movie's third act, especially when Peter met Toomes in person. That was easily one of the best Villain meets Hero moments in the entire MCU.

Anyway, yes I have Gwen geeking out over realizing what her powers can do just like Tobey Maguire's Peter Parker did because, let's be honest, that's what _any of us_ would do if we were in that situation.

Also, yes the X-Men do exist in this story's universe, but I plan on keeping them relegated to background most of the time for sake of fleshing out the world itself, although I do plan on having Gwen interact with a small number of them in future story arcs.

Anyway, please be sure to let me know what you all think of the chapter and/or story so far in your reviews!


	3. Deadlines & Weekend Plans

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

For this chapter, I am primarily focusing on Nora Osborne, showing her relationship with Helen and establishing just who she is before she becomes the Green Goblin. I don't consider that to be a spoiler, since she's the female equivalent of Norman Osborne in this story's universe, which makes Helen the female equivalent of Harry Osborne. Now, will I make Helen the Hobgoblin in the future? I don't know yet. I'll probably flip a coin.

Also, I do imagine the voice of Dennis Leary (who played George Stacy in _The Amazing Spider-Man_ (2012)) when writing the dialogue of George Stacy in this story. I think he did a good job as the character in that movie.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, and _Paradise_ (1991) by David Newman.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music (especially the expanded _Spider-Man 1_ score) can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score **:** _Deadlines_ , _Backyard Connection_.

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Siberia_ , _Thinking of You_ , _Broken Moon_ , _For You_ , _Don't Forget_.

Music From _Paradise_ (1991): _Lily and Willard_ , _Best Friends_ , _You're My Best Friend_.

 **Track Order Listing**

 **01**. _Deadlines_ (Carradine's ultimatum), **02**. _Lily and Willard_ (Nora and Helen), **03**. _Don't Forget_ (Father and daughter dinner), **04**. _For You_ (Gwen calls Peter on the phone).

* * *

 **CHAPTER 003: Deadlines/Weekend Plans**

* * *

 **Oscorp Corporate HQ, New York City, New York, Monday Morning, March 12, 2040**

Walking through the corridors of her company's innermost labs, Nora Osborne adjusted her lab coat. Walking next to her was Gary Price, who was holding a data tablet showing the test results of their most recent experiments. Grabbing the tablet, Nora looked at the data with a raised eyebrow. The military officials had arrived two weeks earlier than expected, and she was now completely thrown off her game.

"Will Carradine be satisfied with this?" Nora asked Gary. Gary shrugged his shoulders as they approached a locked door. Nora quickly entered her access code before the light above the door changed from red to green. The door then slid open and the duo walked through it together before it slid shut behind them.

Up ahead of them was the testing chamber for the new glider system that they had been developing for the military. Beyond the glider, which was being tested at that very moment, was a narrow walkway that was currently occupied by several Oscorp scientists and United States military officials, including General Hank Carradine and General Thaddeus "Thunderbolt" Ross, a man with a notorious reputation and the most famous of mustaches. Carradine, on the other hand, was completely clean shaven with a receding hairline. Taking in the sight of General Ross, Nora quietly gulped in nervous anticipation.

Walking around the walkway to greet the military men, who were already busy talking with Dr. Mendel Stromm, who was currently sweating bullets as he withered under the glare of General Ross. "Gentlemen!" Nora said with a smile on her face as she approached them. Ross and Carradine turned their attention away from Stromm to look at Nora.

"Missus Osborne," Ross said as he held a hand out to the woman. Nora extended her own hand out to shake his before pulling away and extending her hand to General Carradine. Carradine declined to shake her hand, so she returned it to her lab coat.

"Well, as you can all see, our new glider system has already passed all of its evaluations and safety tests," Nora said proudly as she gestured with her left hand toward the glider. "We can begin constructing field units as soon as you're ready," Nora said with pride in her voice.

General Carradine narrowed his eyes at her. "We're not here to discuss the glider, Osborne. I want to know how the serum is coming along," he said tersely. Nora slowly nodded her head before tapping a section of the tablet screen.

"Well, our latest batch of the serum has shown considerable progress. We should be ready to move onto larger animals such as rabbits in a few weeks' time. Due to the slight hiccups we had with the prior batch, though, we'll need a little bit more time to make sure that everything is ready for the next phase, of course," Nora said as she showed the data on the tablet to General Carradine. Carradine frowned in response, while Ross held a neutral expression on his face.

"Hiccups? What does that mean, exactly?" Carradine asked her.

"It means that the previous batch was too strong for the rats and they began displaying abnormal aggression, anxiety, and insanity. The cause behind this failed batch was an imbalance in the chemical mixture," Nora explained. "However, that has been fixed with the latest batch," she added.

Carradine looked over at Ross, who curtly nodded his head before Carradine returned his attention to Nora. "Osborne, I think I've heard enough" Carradine said. Nora tilted her head in slight curiosity at him. "We can't afford to have soldiers going insane on the battlefield, Osborne," he stated.

"But that was only one batch, and it's been fixed!" Nora protested. "Besides, this isn't even the final version. We still have _months_ of testing to perform on other animals before we can even _consider_ human trials," she added. "I promise you, it will be well worth the wait once it's finally ready," she said. Carradine scoffed loudly.

"I'm afraid that we really can't afford to keep waiting for those kind of results," Carradine said to her. "We have deadlines of our own to adhere to, Osborne. We have constant Budget and policy changes being made by Congress and the White House for the Department of Defense, and let's not forget about the fact that you aren't the only company that we work with," Carradine added.

"Well, you can still use the glider without the serum. We can begin construction of the field units for-" "Osborne, I honestly don't care about your glider," Carradine interrupted her. Nora's face fell. "I care about the serum. Now, the blueprints that we gave you for the serum came straight from our own archives, meaning that they and all serums based on them belong to the United States government," Carradine said sharply.

"If you can't give us what we want in the time that we need it, then we'll just give the project to someone else. And besides, we don't need the glider either," Carradine said, causing Nora to stare at him with wide eyes in shock. "We've already begun negotiating with Stark Industries and Quest Aeronautics for a new prototype power armor that's just as capable of flight," Carradine said.

"What are you saying?" Nora asked him cautiously. A glint entered Carradine's eyes as he smirked at her. Nora felt dread at the sight.

"I'm saying that if you can't give us our serum on time, we'll just take it and finish it ourselves," Carradine said. Ross silently nodded his head in agreement. Nora looked at Carradine, completely aghast.

"Well... what kind of time table are we looking at for human trials?" Nora asked him nervously.

"Within the next month," Carradine said. Nora's eyes nearly bugged out of their sockets at the words, and Gary gulped in shock, as did Stromm. Ross simply shrugged his shoulders and remained silent.

"G-General... this isn't something we can just _rush_ ," Nora protested. "There are rules, procedures, regulations! We have to complete a requisite number of successful tests on non-human animals before we can begin human trials. We're just now finishing up with the rats," Nora said.

"Good. Then you can move on to human trials by the end of the month," Carradine said with a smirk. Nora shook her head in response.

"N-No. No, that... I'm sorry, but we have to perform incremental tests according to mass, weight, and genetic closeness to humans to ensure that the serum and its dosages are properly measured and calculated before we can even _consider_ moving on to human trials. We're not at war, gentlemen. There's no need for us to rush this process," Nora said.

This time, Ross spoke up. "I'm sorry, Osborne, but we've given you what we've deemed to be an appropriate amount of time and resources. We expect results," Ross said, his steel-like gaze cutting straight into Nora. "If you can't comply with our request, then we'll just have to work on it in house, so to speak," Ross said firmly.

"Or... we can give it to someone else, such as Stark Industries," Carradine said with a smirk.

"S-Stark?" Nora asked incredulously. "Gentlemen, Stark only makes guns and missiles. They don't involve themselves in genetic engineering or biological research," Nora pointed out to the two generals.

"Oh," Carradine said in false amazement, "I guess that means we'll have to do it ourselves then." Carradine then looked at Ross. "Oh well," he said with a shrug of his shoulders. Ross then held a hand up.

"Well, hold on for a minute," Ross said, pretending to be nice. "Why don't we give Oscorp until the end of the month to finish their trials with the lab rats," Ross said with a disarming smile. Nora wasn't fooled.

"You have until the end of the month to complete your final tests. If you aren't ready to move on to human trials by then, we'll be taking the project back into our own hands and giving it to people who _are_ ready. Good luck," Ross said firmly, holding his hand out for Nora. Nora refused to shake it, and Ross simply nodded his head at her before gesturing to Carradine to follow him.

Nora glared at the military officers as they passed her by, keeping her mouth shut. Price and Stromm both looked at her apologetically, with Price putting a hand on her shoulder and gently squeezing it to comfort her.

 **A Short Time Later, In Another Part Of The Building...**

Nora Osborne slammed her fist against a wall. "Those dirty _bastards_ ," she hissed through her teeth as she pulled away from the wall. Gary looked at her with concern.

"Nora, there's nothing we can do at this point. We know that the serum isn't ready, and whoever they put in charge of it will tell them the same thing," Gary said. Nora snorted in response.

"Yeah, and then they'll push it anyway and blame _us_ when things go south. They'll say that we didn't warn them; that we gave them a faulty product, even after _they_ were the ones who insisted on using it before it's actually ready," Nora ranted, seething with anger. "And then they'll force us to give them money as reparations for the people who died from their own recklessness and impatience," she added with disgust in her voice.

"Nora, just calm down," Gary said as he put his hands on her shoulders. "Look, how about tonight, after work, we go back to my place?" Gary suggested. "We can relax, have some dinner, and soothe those nerves of yours," he whispered huskily.

Nora looked at Gary and shook her head. "Sorry, but I told Helen that I'd be home for dinner tonight. I made her a promise," Nora said as she reclined into Gary's embrace. "So, maybe some other time then?" she offered.

Gary nodded his head in acceptance. "Alright. Some other time. You pick when and where," he said.

"Deal," Nora said in agreement.

* * *

 **The Osborne Mansion, New York City, Later That Evening...**

Sitting at the dinner table, Helen and Nora Osborne ate their food in relative silence, the only sounds being their silverware cutting into their meal and the gentle thud of their water glasses when they placed them back on the table after taking a sip. Eventually, Helen looked up at her mother between bites of her dinner, noticing the sullen mood Nora had been exhibiting all evening. "Mom, is everything okay?" Helen asked her. Nora looked up from her plate in response, before slowly shaking her head.

"Just a little hiccup at work. It's nothing to worry about," Nora lied. Helen slowly nodded her head before she resumed eating. "So, how are things with the, uh, band?" Nora asked her daughter, hoping to change the subject.

"Good," Helen said between bites of food. "Things are good. We have a gig coming up in a couple of weeks," she added. Nora nodded her head in response, smiling at her daughter.

"You'll be performing for an audience?" Nora asked her. Helen nodded her head. "Okay. So, where is this gig supposed to be?" she asked before sipping her glass of water.

"It's gonna be at the Mystic Spiral Club," Helen answered before taking another bite of her food and chewing it. Nora nodded her head as she set her glass down on the table.

"I'm not familiar with that place? Where's it at?" Nora asked Helen curiously.

"It's in Queens," Helen replied somewhat vaguely. Nora nodded her head in response, although she wanted more information that just ' _It's in Queens_ '.

"Not somewhere rough, I hope," Nora said. Helen raised an eyebrow at her mother.

"No, it's in _Queens_. Queens is pretty safe," Helen reaffirmed. Nora looked at her daughter strangely before slowly nodding her head in acceptance.

"Alright. If you say so," Nora said before she took another bite of her meal. A thought then occurred to her. "Honey? How do you plan on getting there? Who's going to drive you and the band to the club?" Nora asked her daughter curiously. Helen had just received her learner's permit in February, but she didn't have a car of her own yet.

"Oh, we're going to ask Peter to get his uncle to drive us there. He's got this big van that we can pack all of our stuff in for the trip," Helen replied. Nora looked at her curiously.

"Peter?" Nora asked her daughter. The name sounded vaguely familiar, but there were so many Peters in the world. Helen let out a sigh of frustration at her mother's memory lapse.

"Parker, Mom. Peter _Parker_. You met him and Gwen on Friday, remember?" Helen reminded her mother. Nora smacked herself in the forehead at her lousy memory.

"Oh. _Duh!_ " Nora said to herself, causing Helen to chuckle. "Sorry about that, Honey. I just... There are so many men named Peter in this world. I can't keep track of them all," Nora said playfully. Helen rolled her eyes at her mother in an equally playful manner.

"So, his uncle will be driving everyone to the club? What about his parents?" Nora asked Helen curiously. A small frown appeared on Helen's face.

"Peter's mom and dad both died in a car crash when he was five. He's been raised by his aunt and uncle since then," Helen explained to her mother. Nora's eyes widened slightly before settling again and she solemnly nodded her head in understanding.

"I see. So, what time is the performance? How long does it run? How late are you going to be out?" Nora asked her daughter. Helen briefly glanced away from her mother before returning her gaze.

"Well, we have at least two sets planned, and about four songs each," Helen replied slowly and carefully. Nora nodded her head, an expectant look on her face indicating that she wanted more information. "It'll be about an hour at most, since each song is about four minutes each, and we have a little bit of down time between the two sets. Plus, we'll need time to pack up after we're done performing. Soooo... we may not get out of there until after ten or ten-thirty," Helen said cautiously.

Nora slowly processed her daughter's words. "Hm. Keep your cell phone handy and call me as soon as you're done," Nora said firmly. Helen nodded her head in response. "And then call me again as soon as you're on the road," Nora added as an afterthought. Helen nodded her head once more.

* * *

 **Meanwhile, At The Stacy Residence, In Queens...**

"This never gets old," Gwen said to herself as she crawled along the ceiling of her bedroom, glancing around at her desk and closet. She then made a web and began to lower herself down onto the bed before picking up her diary and a pen. She looked at a small stopwatch on her cell phone and grinned as she pulled herself back up and crouched on the ceiling while writing.

 _Diary Entry # 15, March 12, 2040._

 _I have managed to stay attached to the ceiling of my bedroom for over three hours now without losing any grip or adhesiveness in my hands and feet. However, I have discovered that my webbing will hold strong for about two hours at minimum before beginning to weaken and break down, depending on the thickness, size, shape, and overall volume of the web. Wrist pressure still determines most web properties_.

 _Webbing still only ejects from my wrists. No other body parts produce webbing at this time. Happy Private Time remains fun without worry of cooch webs. I also get tired less often, and my stamina when performing any activity has increased as well since the last diary entry_. _Appetite has also increased slightly. I believe that my bigger appetite may be connected to my ability to shoot webs, but I have not noticed any need for a rest period or increased hunger immediately after producing high amounts of webbing at any one time. I will experiment with this at a later date_.

As Gwen continued writing in her diary, she heard footsteps approaching her door from the hallway. " _Gwen, dinner's ready_ ," her father said from the other side of the door. Gwen looked at the door with a smile. "Okay, Dad! I'll be right down!" Gwen called out before she carefully crawled along the ceiling and lowered herself down to the floor with a short web rope.

She looked down at her slippers on the floor and briefly contemplated putting them on before deciding against it. Walking around barefoot in her own home had never bothered her before, so why worry now? Besides, she at least knew how to control her adhesiveness at this point.

Gwen carefully walked over to the door as she heard her father walking away, glancing over her shoulder to look at the webs she had produced in her room. She opened the door and turned off her light before slowly closing the door behind her as she made her way over to the stairs. She briefly contemplated crawling down the wall but then decided against it. She didn't want to reveal her abilities to anyone just yet.

Quickly descending the stairs, Gwen made her way over to the small dining room where two large bowls rested on a table along with several plates and silverware. A large plate held several slices of garlic toast. George had just finished putting some spaghetti on his plate when Gwen entered the dining room and sat down at the table. "The sauce is in that bowl right there," George said before he used a large spoon to pour said spaghetti sauce on his pasta. He then handed the spoon to Gwen and she did the same after filling her plate with spaghetti.

Gwen and her father ate their dinner in relative silence for a few minutes. "So," George began, interrupting the silence, "I heard you saying something earlier about going to a club in a couple weeks." Gwen nodded her head in response as she chewed her food before swallowing. "Mind telling me what kind of club this is?" George asked his daughter.

"A regular club. One that features music performances on a stage in front of a dance floor," Gwen replied. George nodded his head, but he had an expression on his face that told Gwen he wanted her to say more than just that. "It's the Mystic Spiral Club. We'll be performing on stage there," Gwen elaborated.

"Oh. How long will that be?" George asked his daughter carefully. Gwen knew the tone of voice her father was using as he questioned her. She knew that he meant well, but the way he became over-protective at times could be extremely annoying.

" _Dad_ , it will last until around ten-thirty at night. Peter's uncle will be driving us there and then dropping us off at Glory's home so that we can unpack the equipment and put everything away in her garage," Gwen explained. George slowly inhaled and nodded his head in acceptance. "Dad, you've met Peter's uncle. You know he's a trustworthy guy, and you know Glory Grant's family," Gwen said firmly.

"Yeah, but Peter isn't a member of your band, if I recall correctly. So, how did you convince his uncle to drive all of you to the club?" George asked his daughter curiously. Gwen sighed in frustration.

"Well, we invited Peter to take pictures of our performance that we can use for promotional stuff later on," Gwen explained. George still had a skeptical look on his face. "And... Peter has a major crush on Em-Jay," Gwen said with a sigh. George relaxed at this and slowly nodded his head.

"Hm. And Mary Jane; she knows about Peter's feelings?" George asked Gwen curiously. Gwen looked at her father in surprise at the question. "Well?" George asked her when she failed to give him a response.

"Um... I... I think so. Maybe. Probably," Gwen said hesitantly as she twirled some spaghetti around with her fork.

" _But_? Come on, I hear a 'but' in there," George said knowingly.

"But... she doesn't feel that way about him. At all," Gwen admitted sheepishly. She quickly stuffed a forkful of spaghetti into her mouth and started chewing to buy herself some time.

"Hmm... and does he know that she doesn't feel that way about him?" George asked. Gwen chewed her food as slowly as possible in order to postpone answering the question. George looked at her with a sharp glare.

Knowing that defeat was inevitable, Gwen swallowed her food. "Well, sort of," Gwen said. George raised an eyebrow at her curiously. "I mean, she never flirts with him, but she also never sends any hints that she's not interested either," Gwen said.

"So... you're using the boy's affections to get him to do things for you, despite having no feelings for him yourself," George said with a slight undertone of disdain in his voice. Gwen's eyes widened at her father's accusation. "I didn't think you'd _grow up_ so fast," he added sardonically.

"Hey, now wait a minute!" Gwen protested, feeling offended at her father's words. "I'm not the one using him and toying with his feelings! Em-Jay is!" Gwen snapped in her defense.

"But you're still _benefiting_ from it, aren't you?" George asked her pointedly. "You're part of the band, right? And Peter still thinks he has a shot with Mary Jane because you're keeping your mouth shut so that he'll take the pictures that you want, _right?_ "

Gwen opened her mouth to respond before looking away and grumbling something under her breath.

"I'm sorry, I didn't catch that," George said with a smirk. A frown quickly appeared on Gwen's face as she took a sip of water from her glass. "So, does Mary Jane often manipulate Peter like this?" George then asked her.

"No. It's the first time she's ever decided to use his feelings to her advantage," Gwen said.

"Really? So, out of curiosity, does Miss Watson already have a boyfriend, or is she single and just not interested in anyone?" George asked his daughter.

"She's um... with someone. It's just... they aren't public about it. No one knows that they're seeing each other, not even their own parents," Gwen said hesitantly. George raised an eyebrow at her.

"Why's that? Who's she seeing?" he asked her.

"Um... well... Em-Jay is dating Glory," Gwen said. George looked at her curiously, until a light switched on in his head.

"Oh! Miss Grant?" George asked Gwen. Gwen nodded her head in response. "I see. And, um, Peter has no idea that he'll never have a shot with Miss Watson then? She's only interested in other girls, but she's also completely willing to use a straight guy's feelings for her to get what she wants?" George asked Gwen pointedly.

Gwen slowly nodded her head in confirmation.

"I see. And you think that's okay?" George asked her. Gwen looked at her father questioningly, not entirely sure how to respond. "Peter's your friend, right? Are you really okay with your friend being used like this?"

"Well, they're _both_ my friends," Gwen said quickly, feeling very uncomfortable with her current discussion.

"Yeah, but one of them is using the other one for their own benefit, and Peter gets _nothing_ in return," George said, having had first-hand experience with being manipulated by others in his own youth. "Gwen, if Peter really is your friend, then you owe it to the boy to let him know that he's chasing something he's never gonna get. Tell him the truth before he finds out on his own, because at least then he'll know that _someone_ cares enough to be honest with him," George said, his memories of high school floating through his head as he spoke.

Gwen sighed and nodded her head. "Yes, Dad," she said softly.

"I mean it, Gwen. When I was your age, I got used a lot by pretty girls who never felt a thing for me, just because they knew I had a crush on them and would do whatever they asked. Don't be one of those girls, Gwen. Your mother and I both raised you to be better than that," George said sternly.

"And don't let your friend be a victim of that either," he added before he returned his attention to his food. Gwen slowly nodded her head before she resumed eating her food as well. Then something occurred to her.

"Um... Dad? In my defense... we haven't actually _asked_ Peter to get his uncle to drive us yet. In fact... we haven't even asked him to take pictures either. This was just Em-Jay's _plan_ ," Gwen said, hoping her father would be understanding.

"Uh-huh. Well... be sure to come up with a better plan than manipulating someone. Try asking him as a friend to see if he's willing to help out," George said. Gwen nodded her head in response.

"I'll call him as soon as I'm done eating," Gwen said. George nodded his head in acceptance before he resumed eating his spaghetti.

* * *

 **The Parker Residence, Also In Queens, Later That Same Evening...**

Sitting at his computer desk in his bedroom, Peter Parker frowned as he tried to touch up a series of photos on his computer. "I can't blow it up anymore," he sighed as the image on his screen became increasingly pixilated as he tried to increase its size. "Too much digital artifacting and noise," he muttered in frustration.

Peter's attention was soon drawn away from his computer screen as his cell phone began to ring. He reached over and picked it up before looking at the caller ID. Once he saw who was calling, he pressed the TALK button and held the phone up to his ear.

"Hey, Gwen! What's up?" Peter asked into the phone. " _Oh, not much. How about you?_ " Gwen asked him over the phone. "I'm just touching up some photos on my computer. Unfortunately, they're not the best, and because they're all digital in nature, I can't really blow them up without causing a lot of artifacting and pixilation to show up," Peter replied.

" _Um... yeah, okay. Hey, speaking of pictures, I was wondering if you could help out the band next weekend?_ " Gwen asked. Peter raised an eyebrow as he rolled his chair away from the desk and adjusted his glasses. "What do you mean?" he asked Gwen.

" _Well, we're going to perform at the Mystic Spiral Club, but we don't have any reliable transportation for ourselves and our gear. So... does your uncle still have that big van?_ " Gwen asked him. "Uh, yeah. He uses it for his job. He's an electrician, after all," Peter explained.

" _Great. Um... how big is it, though?_ " Gwen asked him. "Well, you could probably fit the whole band and all of your gear inside the back area. I'm guessing you want my uncle to drive you guys to the club then?" Peter asked Gwen. " _Well, it would really help us out. You can come along too and take pictures of us. We could even use those later on for promotional material, you know?_ " Gwen replied.

Peter slowly spun his chair around as he mulled over Gwen's request. "Hm... well, I guess it couldn't hurt. Besides, it _would_ be a great chance to try out that new camera I got for Christmas," Peter mused out loud. " _Great! But, um... does your uncle have to work next Saturday? What's his schedule for that weekend?_ " Gwen asked him.

"Uh, I'm not sure. I'll have to ask him and then get back to you when I find out," Peter replied. "I mean, when do you guys need to be at the club?" Peter asked Gwen. " _We need to be there by eight-thirty to get everything set up_ ," Gwen replied. Peter nodded his head.

"Okay, I'll check with Uncle Ben and see what his schedule looks like. Just give me a minute to go find him," Peter said as he got up from his chair and walked over to his bedroom door before opening it. Stepping out into the hallway, Peter quickly made his way downstairs, where he found his uncle sitting in the kitchen with his laptop on the table.

Walking over to his uncle, Peter looked down and saw that Uncle Ben was filing his taxes. "Hey, Uncle Ben?" Peter asked him, causing the older man to look up from his laptop. Benjamin Parker was in his late fifties, had dark brown hair, a clean-shaven face, and was of average build.

"Yes, Pete?" Ben asked him in response.

"Um, what's your schedule for next weekend?" Peter asked him. Ben raised an eyebrow at Peter's question, before noticing the phone in his nephew's hand.

"It's the same as usual. No work unless I get called in before five," Ben said. "Why? Do you want me to take you somewhere?" he asked curiously.

"Uh, well, sort of. Um, you know my friend Gwen?" Peter asked him. Ben nodded his head in response. "Well, her band is going to be performing at the Mystic Spiral club next weekend, but they don't have any transportation to get there and back home," Peter explained.

Ben nodded his head again in understanding. "You don't have a driver's license," Ben said sternly. Peter raised an eyebrow and shook his head.

"Um, no, but I wasn't planning on being the driver," Peter said. Ben smirked before he started chuckling. Peter rolled his eyes as he realized that Ben was just messing with him. "So... can you drive us to the club?" Peter asked his uncle.

"Um... what kind of club is this place?" Ben asked Peter suspiciously. Peter held his phone up to his face again.

"Hey, Gwen, you still there?" Peter asked. " _Yup_ ," Gwen replied. "Uh, what kind of club is Mystic Spiral again?" Peter asked her. " _It's the average club where people dance and different bands perform on stage. Why?_ " Gwen responded.

Peter nodded his head. "Okay. It's a regular club where bands perform on stage while people dance and stuff," Peter said. Ben looked at him pointedly. "Oh. Uh, Gwen? Do they, like, serve alcohol there or anything?" Peter asked into the phone.

" _Um... maybe. I'm pretty sure they check for ID and card everyone who goes in there, though. So... if your uncle's worried about underage drinking, just remind him that any club that wants to stay open knows to check for ID_ ," Gwen replied over the phone.

"Um, Gwen says that they probably serve alcohol, but they always check for ID because they don't like getting fined or shutdown," Peter said. Ben slowly nodded his head as he mulled over the information.

"Alright. As long as I don't get called in to work, I can drive you and your friends to this club. But, I'm gonna need directions. And _no_ _drinking_ ," Ben said, placing emphasis on the final sentence. Peter nodded his head in agreement.

"Okay, Uncle Ben says he'll drive us as long as he doesn't get called in to work that day," Peter said into his phone. " _Okay. I'll let the others know that we've got transport. Oh, and Pete? Thanks a lot, you know, for being a friend. I owe ya one_ ," Gwen said.

"Uh... you're welcome," Peter said, slightly confused. " _Anyway, I'll see you tomorrow at school. Talk to you then, bye!_ " Gwen replied before hanging up. "Yeah, bye," Peter said before hanging up as well.

"So, uh... you do realize I'm gonna call Officer Stacy to let him know I'm driving his daughter to a club where alcohol is being served," Ben said to Peter.

"Technically, it's _Lieutenant_ Stacy," Peter corrected his uncle. Ben shrugged his shoulders in response. "Anyway, I'll leave you to your tax stuff," Peter said as he turned around and made his way back over to the stairs.

* * *

 **Back At The Stacy Household...**

"Okay, mission accomplished," Gwen said to herself as she looked over at her slightly ajar bedroom door. She knew that her father was just out of sight, having been listening in on her conversation. "Okay, Dad! I asked him without mentioning Mary Jane even once," Gwen said loudly.

George pulled the door open a bit and reached in to give Gwen a thumbs-up before walking away. Gwen rolled her eyes before walking over to close her door. She then leapt up to the ceiling and perched herself there before dialing Helen's phone number. " _Hey, Gwen. What's up?_ " Helen asked through the phone.

"Oh, I just wanted to call and let you know that I got Peter to convince his uncle to drive the band to the club next weekend. He'll even bring along his camera to take pictures of us," Gwen replied with a smile. " _Sweet! We can finally get some exposure!_ " Helen replied enthusiastically.

"Damn right," Gwen said in agreement. " _Yeah! Just wait, Gwen. Give it some time, and we'll be doing tours!_ " Helen said happily. "Um... I don't know about _that_ , but at least we'll be playing for an audience," Gwen said.

" _Killjoy_ ," Helen snarked in response, prompting Gwen to roll her eyes. "So, do you wanna call Em-Jay, or should I do the honors?" Gwen asked Helen. " _Um... you tell Em-Jay, and I'll tell Glory_ ," Helen replied.

"Sounds good to me," Gwen said with a nod of her head. "I'll see you at school tomorrow. Peace out," Gwen said before ending the call. " _Peace out_ ," Helen replied quickly.

Gwen quickly dialed MJ's number and waited for her to pick up. " _Hey, Gwen. What's up?_ " MJ asked with a tired-sounding voice. "Um, Peter agreed to have his uncle drive us to the club next weekend," Gwen said. " _Really? That's-hold on. Yes, dad, I heard you! Sorry about that, Gwen. My dad's bitching about something that's not even my-_ _ **I SAID I'LL GET TO IT!**_ " MJ screeched at her father.

"Uh... everything okay?" Gwen asked MJ. " _Yeah, everything's just_ fine _, Gwen_ ," MJ replied sarcastically. Gwen soon heard the voice of MJ's father getting louder over the phone. " _So, is Peter gonna take pictures of us?_ " MJ asked Gwen as her father's voice bellowed in the background. "Um, yeah, he's gonna take pictures of us for promotional material that we can use later on," Gwen replied, frowning as she heard MJ's father yelling in the background.

" _That's good. We can-YES, DAD! For the love of... just give me a minute!_ " MJ replied before shouting at her father. A stomping sound could be heard over the phone along with MJ's father shouting at his daughter. Gwen held the phone away from her ear as the two Watsons shouted at each other. " _Well, they're YOUR dishes!_ " MJ shouted at her father.

"Uh, Em-Jay? I'm gonna let you go. Sounds like you have a busy night. I'll see you at school tomorrow. Bye!" Gwen said into the phone before hanging up. She then let out a sigh and shook her head in dismay.

Her phone soon began to ring after a minute, showing MJ's caller ID. Raising an eyebrow, Gwen pressed the TALK button and held the phone to her ear. "Hello?" Gwen asked. " _This Glen?_ " asked a gruff male voice. It was MJ's father.

"Uh, actually, my name is-" " _Look, don't play games with me, mister. You wanna talk to Mary, you can wait until she's done with her chores for the night. Little slut doesn't know the meaning of responsibility!_ " Mr. Watson slurred over the phone. Gwen grimaced at the man's words.

"Okay, you don't need to talk about Em-Jay that way," Gwen said in a defensive manner. " _I'll talk about her however I want! So, you just shut yer mouth and when she's done doin' what she's supposed to, she can call you back! And by the way, you've got the faggiest sounding voice I've ever heard from one of her boyfriends_ ," Mr. Watson said belligerently.

"F-Faggiest? You think I'm a... I'm a _girl_ , you **PRICK!** " Gwen snapped at MJ's father over the phone. "And if you had paid any attention, you'd know that I'm just a member of her band _and_ that my name is GWEN! GWEN! It's short of GWENDOLYN! Because I am a GIRL! So _screw you_ and _good night!_ " Gwen shouted into the phone before ending the call. She then set her phone to silent mode.

"What an _asshole_ ," Gwen muttered to herself as she shook her head in disgust. _It's a wonder MJ hasn't run away from home yet_ , Gwen thought to herself as she laid her back on the ceiling and stared down at her bed. "Oh well. Nothing i can do about _that_ ," Gwen said to herself. She then spent the rest of the night testing out her web abilities before going to bed.

* * *

 **TEASER FOR NEXT TIME!**

In the next Chapter/Issue of _The Spectacular Spider-Woman_ , The Mary Janes perform live at the Mystic Spiral Club, while Nora Osborne receives some devastating news about her latest project, leading her to make some questionable decisions.

* * *

Author's Notes: And this was Chapter 003! Very little action, but this chapter is mostly about setting up plot points and certain character motivations.

What I wanted to do in this chapter was showcase the relationship between Nora Osborne and Helen in a way that contrasts with the relationship between Norman Osborne and Harry in the Sam Raimi film. While Norman and Harry had a very distant and somewhat cold relationship, Nora and Helen have a much closer and warmer relationship, which will offer some great contrast and dramatic moments down the road after Nora becomes the Green Goblin.

Another reason that I've chosen to use the basic plot of the first Sam Raimi Spider-Man movie is the fact that the villain is the Green Goblin, who was responsible for the death of the original Gwen Stacy in the comics. Making the Green Goblin into Gwen Stacy's first major opponent in this story is my way of giving the character of Gwen Stacy (in general) a chance at pseudo-revenge, if you will.

As you all have noticed, I have introduced Thaddeus Ross into the story. He will be playing an important role throughout the story, although he will be relegated to being behind the scenes most of the time when he's connected to certain problems. It's kind of like Slimer from _The Real Ghostbusters_ , if you will. A little bit of him can go a long way, but too much of him can be obnoxious and perhaps even damaging to the story.

Also, no, I will not be having Peter Parker turn into The Lizard at any point in this story. The only villain I would even remotely consider making him into for this story would be Venom.

Also, if no one has gotten it at this point, the Mystic Spiral Club is a reference to the band Mystic Spiral from _Daria_. There are going to be a lot of references to _Daria_ in this story. Some of them will be obvious, while others will be subtle.

As always, please be sure to let me know what you think of the chapter and/or story so far in your reviews!


	4. Nora's Bad Weekend

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

This chapter focuses on The Mary Janes performing live, while Nora Osborne makes some really bad decisions while under pressure and stress. Yes, The Green Goblin is about to be born, ladies and gentlemen. She's a lean green mother from planet Earth and she's _BAD!_

I have also just realized that I've been misspelling _Osborn_ this whole time... but I'm too lazy to go back and change all instances of Osborne in the previous chapters to _Osborn_ , so the spelling I've used for **Osborne** will remain as it is for the rest of the story.

This chapter also introduces a maid named Anetta, but she's basically a female version of that butler guy from the Sam Raimi Spider-Man films. You know, the guy who waited until the third movie to tell Harry Osborne the truth about Norman's death. Except here, the maid isn't as useless. Oh, she's not a major player; she just doesn't stupidly withhold important information from Helen or Nora until the last minute. Otherwise, she's pretty much just going to be a background character for most of this first arc.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, _HULK_ (2003) by Danny Elfman, and _Riding Bean_ (1989) by David Garfield.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score **:** _Transformations_ , _Backyard Connection_.

Music From _HULK_ (2003) - Complete Score: _Having A Beer_ , _Young Scientists_ , _Father - Daughter_ , _Betty's Plea_ , _The Phone Call_.

Music From _Riding Bean_ (1989): _Bad Girl_ (Vocals by Andrea Robinson).

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Siberia_ , _Anything You Want_ , _You, Me!_ , _Thinking of You_ , _Broken Moon_ , _For You_.

 **Track Order Listing**

 **01**. _Backyard Connection_ (Nora and Helen), **02**. _For You_ (Parker-Mobile at Stacy's), **03**. _You, Me!_ (Arriving at Glory's/Packing the van), **04**. _Betty's Plea_ (Drunk Nora), **05**. _Bad Girl_ (Mary Janes perform), **06**. _Dad's Visit_ (Nora's drunk decision/Goblin is born), **07**. _Father - Daughter_ (Gwen talks to Peter/Disappointment)

* * *

 **CHAPTER 004: Nora's Bad Weekend**

* * *

 **The Osborne Mansion, Friday Morning, March 30, 2040**

Walking into the dining room of her home, Nora Osborne found her daughter already sitting down and eating her breakfast. "Good morning," Nora said to her daughter as she walked by her. Helen nodded her head in acknowledgement as her mother walked into the kitchen and grabbed her own food out of the fridge.

Standing nearby was the housemaid, Anetta. Anetta was a gentle but disciplined woman well into her late sixties who had been hired by Robert Osborne to help him and his wife take care of his ailing father and later his newborn daughter. Of course, both Robert and his father were long since dead, with Michael Osborne having succumbed to pancreatic cancer at the age of 71, while Robert had died in an accident a couple years later at the age of 39. Anetta, to her credit, had remained loyal to both Nora and Helen throughout the loss of both males in the several years since.

"Good morning, Anetta," Nora said as she noticed Anetta standing at attention. Anetta nodded at her in return with a "Good morning," of her own. "Oh, Anetta, have you eaten yet?" Nora asked Anetta.

"Yes, Ma'am," Anetta replied with a curt nod of her head.

"I see," Nora said with a nod of her head. "Well, if you hadn't eaten, I was going to offer you to join us at the table," Nora added with a friendly smile. "Actually, you can still join us and have seconds if you'd like," she offered sincerely.

"I appreciate the offer, Ma'am, but I'm quite all right. Thank you, though," Anetta said politely in response. Nora nodded her head in acceptance before walking over to the dining room table to eat breakfast with her daughter.

Sitting down at the table, Nora looked over at Helen. "So, ready for the, uh, performance tomorrow?" Nora asked her daughter. Helen looked up from her bowl of cereal, chewing her food and swallowing before replying.

"Yeah. I'm ready. Got my keytar tuned up and the spare parts packed away, including the batteries," Helen said enthusiastically. Nora nodded her head with a smile.

"That's good. That's good. It always helps to be prepared ahead of time," Nora said. "You never know what might come up. I mean, what if there aren't enough power adapters or wall sockets for everybody? Having those spare batteries will save you a lot of headache," she added.

Helen nodded her head as she chewed and swallowed her cereal. "I don't think we'll need 'em, but I'll keep them with me anyway," she said. "Anyway, Peter's uncle will be driving us there from Glory's house and then he'll be dropping us off at Glory's house when we're done. So... you can pick me up at Glory's place tomorrow night. I'll call you after we get back from the club," Helen said.

Nora nodded her head in agreement. "All right. Sounds good to me. But, remember to send me a text message after you arrive at the club, just so I don't have to worry too much," Nora said firmly. Helen nodded her head and resumed eating her cereal.

* * *

 **Oscorp Corporate HQ, New York, Later That Day**

Walking back into the lobby of Oscorp following her lunch break, Nora Osborne made her way over to the sign-in sheet by the main desk. After confirming her return, Nora's lunch break was officially over. "Welcome back, Mrs. Osborne," a young receptionist at the desk said politely to Nora with a smile. Nora smiled back at her and nodded her head before making her way over to the elevators on the opposite side of the lobby from the escalators.

Stepping into an elevator to take her up to the floor containing the main laboratories, Nora leaned back against the handicap holding rail of the elevator and sighed. She closed her eyes and reached up to pinch the bridge of her nose as she slowly inhaled before exhaling. When she opened her eyes, she looked down at the data tablet in her left hand before swiping her finger on the biometric reader along the rim of the device.

Having unlocked her tablet, Nora began reading through a detailed report on the latest experiment with the serum and the lab rats; a report that she had received the previous day but had put off reading until today. About halfway through the third page of the report, the elevator dinged and the door opened, allowing Nora to step out into the hallway and proceed down to the labs. Staying close to the wall, Nora continued reading the report on her data tablet, occasionally glancing up to avoid walking into anybody. She had walked through the corridors of this building so many times, she could make her way through half of the place with her eyes closed based on memory alone.

Upon finally reaching the door to the main lab, Nora looked up from her tablet and entered her access code before pressing her thumb against the biometric scanner to let herself inside the room. As she stepped inside the lab, she heard an unmistakable voice, one that caused her to look up from her tablet again with a pit in her gut. There, standing over by some of the terrariums holding the lab rats, was General Carradine.

Carradine wore a smile on his face, although Nora could tell it was anything but good news for _her_. Nora quickly marched over to Carradine and looked him in the eyes. "The month isn't over just yet, General," Nora said firmly. Carradine shrugged his shoulders in response.

"Yes, but deadlines are deadlines. Besides, we didn't exactly say that the deadline would be on the _last day_ of the month, only the _end of the month_ ," Carradine replied smugly. Nora's face fell before she began to curl her lips in anger at Carradine. "So, I've already begun having your people prepare their latest test results into reports and I've taken the liberty of having a transport arrive later tonight to begin moving all necessary materials and resources to a new facility with _cooperative_ personnel," Carradine said.

Nora forced herself to bite the inside of her cheeks to keep herself from snarling at Carradine. Her right hand balled itself into a fist, her finger nails digging into her flesh. "General, I am _warning_ you, right now, that this serum is _not ready_ for human trials," Nora said as firmly as possible. She heard footsteps and glanced over to her left to see Gary Price slowly walking over toward her.

"Mrs. Osborne, um... I take it that General Carradine has already informed you of, well, our current situation," Gary said with a slightly guilty expression on his face. Nora raised an eyebrow at this, but forced herself to return her attention to the smug bastard standing in front of her. Carradine simply grinned at her, his arms crossed in front of him.

"This project was given to you under military contract, Mrs. Osborne, and as Ross and I both made abundantly clear during our previous visit, your company is using resources _given to you_ by the United States military, meaning that we are well within our rights to take this back whenever we want," Carradine said just as Nora was about to protest. "So, I have an inventory list of all resources originally given to you, along with a new list of all new materials created for this project up to this point, thanks to Mister Price's cooperation. I expect every item on the inventory list to be packed up and ready for transport by twenty-two hundred hours tonight. That's ten o'clock p.m., Mrs. Osborne," Carradine said smarmily.

"And, also, I want any and all projects that were derived from this one included as well. That means everything related to the serum, which includes that pain killer, muscle enhancer, and cancer-fighting drugs that your company has been working on in secret," Carradine said with a smile. Nora's eyes widened in shock at Carradine's knowledge of those projects. While they had indeed been derived from research that was conducted into the super soldier serum, they were intended strictly for commercial medical usage, not for the military.

As Nora opened her mouth to protest, Carradine cut her off yet again. "Remember, Nora, that the serum's surviving blueprints and research materials were given to you _by us_ , meaning anything _derived_ from it technically _belongs_ to us as well," Carradine said with a smirk. Nora bit her lip in anger. "So, if you don't want the Department of Justice to receive any notifications prompting them to launch an investigation into this company for, well, any reason at all, I would suggest that you cooperate and have all of the listed materials packaged on time," Carradine finished.

"Of course," Nora said tersely through clenched teeth. "We'll have everything ready," she added with an undertone of bitterness to her voice. "What about the Glider? Don't you want that too?" Nora then asked him.

"What? No, of course not. We're going to give that contract to Stark Industries," Carradine replied dismissively. "You can keep the glider. Maybe strip it of its weapon systems and sell it as a new sports vehicle or something," he added humorously.

"But even stripped of its weapons, it's still not meant for civilian usage. It was designed to be used by soldiers imbued with the serum. It would be too fast and dangerous for anyone without the necessary reflexes and muscle control provided by the serum. Who would ever buy it from us?" Nora asked him.

"Don't ask _me_. It's not _my problem_ ," Carradine replied with a smile before turning around and walking away. Seething with anger, Nora glared daggers at Carradine until the lab door slid shut behind him.

As soon as the door was shut, Nora closed her eyes and slowly inhaled. Then, she exhaled before inhaling again, repeating the process until she could focus again. As she opened her eyes, she unclenched her fist before feeling something wet. Looking down, Nora noticed that her nails had actually dug deep enough into her palm to draw blood.

Nora marched over to a first aid station, setting her tablet down on a table, and quickly cleaned her hand before wrapping it in gauze tape. When she was finished, she turned around and looked pointedly at Gary. Gary looked at her apologetically.

"Nora... I know what you're going to say, but figured it was for the best if I were cooperative with Carradine. I didn't want to give him any reason to be less than civil with us," Gary said in a calm but defensive manner. Nora shook her head in response.

"You didn't protest?" Nora asked him with a glare. Gary opened his mouth to respond but no words came out. "You didn't even _try_ to wait until I had come back before bowing down and submitting to him? You just... _gave in right away!?_ " Nora asked him furiously.

"Nora, please-" "No, Gary!" Nora snapped. "This was _our project!_ " she added. "We were given the task to complete it! It was _our contract!_ "

"A contract that was given to us by _the military_ , which means they can take it back any time they want if we broke the contract," Gary said somberly.

"But we _didn't!_ " Nora protested. "We didn't violate the contract. We didn't even have a set deadline for completing it, either. Carradine is just too impatient," she added with venom in her voice. "And how did he even _know_ about those side projects?" she then asked Gary pointedly.

Gary looked at Nora apologetically yet again. "No," Nora said in dismay as the pieces began fitting into place. "Gary, you... please, tell me you _didn't_ ," she pleaded, disbelief echoing in every word.

"I'm sorry," Gary said. "I was hoping that by telling him about what else we've been able to accomplish thanks to our research, maybe he'd be willing to let us keep the contract," he explained. "I...I didn't mean for this to happen," he apologized.

"Dammit, Gary," Nora hissed. "Do you have _any idea_ just how much money we're going to lose because of this? How much money we've _invested_ in this research?" Nora asked him angrily. "Too much, Gary. We've invested _too much_ , and now we won't even get to make any of it back," she added with a growl.

"Nora, I know it isn't fair, but-" "But _nothing!_ " Nora snapped at Gary. "Listen, Gary, those side projects are meant for the public! They're actually meant to help make life better for everyone, and you know as well as I do that once Carradine takes all of that research with him, it'll never see the light of day again," she ranted. "He'll only focus on the military applications of the serum, and everything else will be locked away and forgotten," she added bitterly.

"Gary, you have to understand, the Osborne family has a history of being predisposed to various illnesses. My father-in-law died from pancreatic cancer, as did his grandfather and uncle. My husband may have died in a car crash, but he was also at risk of developing type-two diabetes, as his mother's side of the family had a history of the disease with each generation," Nora elaborated. "And now I have to think about my daughter. Helen is at risk for developing any and all of those illnesses at any point in her life, and the side-research we were conducting was my personal insurance policy for her."

"I mean, not an _actual_ insurance policy, but it was my way of being prepared and helping her in the future," Nora continued. "Not to mention, this lack of investment return is going to hit the company hard, and pay rates are going to be rolled back or become stagnant at certain levels," she added. "The board of directors are going to get pissed, and you know that old bastard Balkan is going to use this against me. He always tries to pin a company shortcoming on me any chance he gets," Nora ranted.

Henry Balkan, one of the head members of Oscorp's board of directors, was an older man who had been with the company for decades and had worked alongside both Michael Osborne and Robert Osborne prior to Nora entering the company as a secretary. After Robert named Nora as his official successor in the event of his absence in the company, Balkan had become rather bitter towards Nora, viewing her as stealing a position that he felt should have been given to _him_ because of his seniority in the company, despite the benefits he reaped as a board director. He had made it his personal mission to make Nora's career as difficult as possible as a result.

Because of Balkan's seniority in the company, he also had a lot of sway with the rest of the board, which Nora knew could spell trouble if the company's finances were hit too hard by Carradine's recent decision. "I won't give him the satisfaction. I _can't_ ," Nora said with a hint of desperation in her voice.

Looking around the room lab, Nora began to ponder her options. There was no way that she could completely avoid fulfilling Carradine's request, but at the same time, she had to fight back in some way. _If only I could just take the serum home with me and... and... wait a minute_ , Nora thought to herself as desperation began to take hold. _That's what I'll do. I'll take a sample of the final version home with me and keep it there_ , she thought to herself. _We can always start it up later. We can keep the sample locked away and then resume our side research later_.

She knew that what she was planning was risky, but the potential benefits outweighed the risks in her mind. _We did the research. It belongs to US_ , Nora thought to herself as she marched over to the doors of the inner lab areas. Gary quickly followed her in pursuit.

"Wait, Nora! Where are you going?" Gary asked her as they entered the next room. Nora turned around and looked at him pointedly.

"We're going to prepare everything on the list. I'm just going to make sure that we have backed up data stored in a safe location. It might come in handy in the future," Nora fibbed. While she was certainly going to back up all of the research data, that wasn't the only thing she was planning on doing before leaving that night. She just had to figure out how to pull off her scheme without getting caught.

* * *

 **The Stacy Residence, Saturday Afternoon, March 31, 2040**

Sitting on the front steps of her home, Gwen Stacy leaned back against the front door as she waited for her ride to show up. "Hey, Gwen!" came the voice of Miles Morales over in his front yard. "What'cha doin'!?" he asked her.

"Hey Miles!" Gwen replied. "I'm just waiting for my ride to show up," she elaborated.

"Your ride? Where are you going?" Miles asked her curiously.

"I'm going to a club. My band is gonna be performing live in front of an audience tonight," Gwen replied with a smile. She then checked the time on her cell phone.

"Cool!" Miles exclaimed. "Can you bring me back a souvenir?" he asked Gwen. Gwen shook her head in response.

"No, Miles. We don't have anything to give out to people. We're just playing music," Gwen said with a chuckle.

"Aw man," Miles pouted, prompting Gwen to snicker at him. "Well, at least I get to go see a movie with my dad tonight," Miles said to himself in consolation.

"Really? That sounds fun," Gwen replied playfully.

"Here he comes now!" Miles shouted as his dad's car pulled up to the sidewalk. Officer Morales soon popped open the passenger side door of his car and Miles ran over from the front yard to get in. "Good luck tonight!" Miles shouted at Gwen just before he got into the car and closed the door. The car soon pulled away from the curb and drove off down the street, disappearing from view after turning a corner.

Checking her cell phone to see the time once more, she smiled as she heard the sound of an engine getting closer to her position. Turning her head to the left, Gwen watched as a large white van came into view. As Ben Parker's van pulled up to the sidewalk in front of the house, Gwen stood up and trotted over to the vehicle.

Sitting in the front passenger seat was Peter, who had his camera in his hands, along with a long strap around the back of his neck that connected with two hooks on the side of the device. Peter smiled at Gwen as he rolled down the window. "So, you got everything you need?" Peter asked her.

"Yup!" Gwen replied with a smile and a nod of her head. Just then, the front door of the house opened and George Stacy stepped out. Gwen glanced over her shoulder to look at her father as he slowly strode over to driver's side of the van, while Ben Parker rolled down the window in anticipation.

"So, Mister Parker," George started. "I expect my daughter to come back home tonight in one piece and before midnight," he continued. Ben nodded his head in agreement.

"Absolutely. You'll receive text messages when we arrive and when we leave the club," Ben said in response. "And don't worry, I'll keep an eye on 'em the whole time. No underage drinking on my watch," he added.

George nodded his head in acceptance. "Sounds good. You understand, of course, that watching my daughter climb into the back of a van just makes me nervous on general principles," George said. Ben nodded his head in understanding.

"Oh, absolutely. Don't worry, though. I'll have her back here in one piece. You have my word," Ben said confidently. George nodded his head before walking over to the passenger side to look at Peter.

Peter raised a hand and waved at George nervously. "Hi," Peter said to George. George nodded his head in return before glancing over at Ben.

"I won't let him be alone with any of the girls for too long," Ben said with a snicker. Peter let out a sigh and rolled his eyes. Meanwhile, Gwen was already opening the back door of the van to get in.

"Gwen, remember to call me," George said firmly. Gwen looked over her shoulder at her father and nodded her head. "I mean it. Call me when you get there and when you're leaving," he added sternly.

"I will. I will," Gwen said as she sat down on the back seat and buckled herself in. "I'll call you when we get there, Dad. Don't have a heart attack," she added. George inhaled quietly before nodding his head. He then raised a hand and waved at his daughter as she closed the door.

Slowly, the Parker-Mobile began driving off, with George standing on the sidewalk as he watched the vehicle approach a stop sign before turning a corner and disappearing from his sight. Sighing, George slowly turned around and made his way back to the entrance of his home, pulling out his cell phone to look at it anxiously. He would be doing this a lot for the rest of the evening.

* * *

 **The Grant Residence, A Short Time Later...**

As the Glory Grant's home came into view, Ben Parker began to slow down. "We're almost there," he announced to Peter and Gwen. Both of them nodded their heads quietly in response. "Gee, I'd think you guys would be a bit more excited," Ben commented.

"Oh, we're excited. Really, we are," Gwen replied from the back seat. "It's just... we haven't gotten the instruments into the van yet. So, no premature celebrations, you know?" she added.

"Ah," Ben said with a nod of his head. "So, is this the first time you girls have done a live performance like this? You know, at a club or wherever?" Ben asked Gwen as he pulled the van up to the driveway of the Grant house.

"Uh, yeah. Yeah, it is," Gwen replied from the backseat.

"Hm. So, how well does this kind of thing pay?" Ben asked her. Gwen blinked at the older man in slight confusion.

"Um... I... uh, I don't really know," Gwen admitted hesitantly as the van slowed to a stop and Ben put the vehicle in park. Ben slowly nodded his head in understanding as he checked his rear-view mirror and side mirrors before unlocking the doors. "I didn't think to ask M-J about that," Gwen added as an afterthought.

"Well, I'm sure you'll get the chance now," Ben replied as he unbuckled his seat belt. "Come on, Peter. Put down that camera and help me get the back space ready," Ben said to his nephew as he opened his door and stepped out. Peter nodded in response and set his camera down carefully on the seat before opening his door and getting out of the van, while Gwen was already joining them as she copied their actions and stepped out onto the driveway of the Grant house.

The garage door of the house was already opened, and Gwen could see Mary Jane, Helen, and Glory all working together to get the band's gear packed up. Peter quickly marched over to the girls and began helping them out, stopping to awkwardly ask Mary Jane what needed done before he began putting various power cords into boxes. With a pensive expression on her face, Gwen felt a pang of guilt in her chest over not yet telling Peter about Mary Jane and Glory. Noticing Gwen's expression, Ben looked at the girl quizzically.

"You okay there?" Ben asked Gwen. Gwen glanced at Ben and shrugged her shoulders. "Well, help me open up the back of the van," Ben said, gesturing with his hand for Gwen to follow him.

"So, are you feeling nervous about this gig?" Ben asked Gwen as he paused beside the rear doors of the van. Gwen looked at him in surprise. "You seemed kind of out of it a minute ago. Having second thoughts about playing for a live audience?" he asked her again.

"Uh, _no_ , that's not it," Gwen said, shaking her head. Ben raised an eyebrow at her and tilted his head curiously.

"No? Well then, what was with that look earlier when Peter ran over to... oh. I see," Ben said as a light went off in his head. Gwen looked at him curiously, before she realized what he was thinking.

"Oh, no! That's not it at all!" Gwen protested softly. "I-I'm not jealous of Peter liking Em-Jay! I don't even like him like that! D-Don't get me wrong! I care about him, but I don't have _those_ kind of feelings for him," Gwen explained, keeping her voice down to avoid drawing attention.

"Then what was with the odd look on your face?" Ben asked her.

Gwen sighed and slumped her shoulders. "Well... the problem isn't so much Peter having a crush on Em-Jay, it's that Em-Jay will never return his affections," Gwen said solemnly. Ben looked at her curiously.

"Hm. Does she already have a boyfriend?" Ben asked her curiously. Gwen shook her head.

"No. She has a _girlfriend_ ," Gwen said quietly. Ben's eyes widened in response, before he looked over at the garage where Peter was busy trying to please Mary Jane with his efforts to help the band pack things for the trip.

"Oh. That poor boy," Ben said softly. "And he has no idea, does he?" he asked Gwen. Gwen shook her head in response. Ben let out a sigh and shook his head.

"I wanna tell him, but I don't know how," Gwen said as she glanced over at the others before looking back at Ben. "I mean... whenever he's around her, it's like any bad mood he was in just disappears. She brightens his day, like the sun breaking through a storm," Gwen said with a sigh as she folded her arms in front of her. "I don't wanna crush his spirit, but at the same... the longer he chases her, the more it's gonna hurt him when he finally learns the truth," she added solemnly.

"Then don't wait," Ben told her. "Tell him tonight. Not right now, when he's putting effort into getting things done, but, you know, after the gig is over. Tell you what," Ben said. "Tonight, when I drop you off at your place, I'll park the van and go talk to your father about whatever and give you some time to tell Peter," Ben said.

Gwen looked at him in surprise. "Are you sure, Mister Parker?" Gwen asked him. Ben nodded his head in response.

"Trust me, Miss Stacy. The sooner he finds out, the better. You're his friend, and if anyone's gonna tell him the truth, it should be someone he trusts," Ben replied. Gwen slumped her shoulders and nodded her head in reluctant agreement.

Ben undid a latch on the back doors and grabbed the handle of one door, only to find it unwilling to budge. "Hm. Oh! I forgot the key," Ben muttered to himself as he grabbed his key ring from his belt and quickly unlocked the doors. "There we go," he said as he reattached his key ring. He then pulled on the door handle only to find it still being stuck.

" _Dammit_ ," Ben muttered in frustration. Gwen watched him struggle for a few seconds before she grew impatient. Without thinking, she held her arms cross and sent two streams of webbing at the doors before placing her left foot on the bumper. Ben stepped back with wide eyes as Gwen leaned back, pulled on the web rope and opened the doors.

Letting go of the webbing, Gwen made a "dusting" gesture with her hands before looking at Ben and seeing his wide-eyed expression. "Uh, what's... oh," Gwen said as she realized what she had just done in front of the man. Gulping, Gwen stepped back from Ben about a foot.

"Huh," Ben said when he finally regained the ability to speak. "So, um... you're a... m-mutant?" Ben asked Gwen carefully and quietly. Gwen slowly glanced around the sidewalk for potential eavesdroppers, noticing that Peter was still at the garage with the other girls.

"Well... I guess so," Gwen said. "I mean... I'm not really sure. See... up until a couple of weeks ago, I was completely normal," Gwen explained. Ben nodded his head slowly, somewhat confused. "See, during a class field trip to Columbia University a couple weeks ago, I got bit by what I think was a genetically engineered lab spider that escaped its... uh, aquarium or whatever," Gwen explained as best she could. "After I got home, I got really sick and I fell asleep until the next morning. When I woke up... I could walk on walls and shoot web out of my wrists," Gwen finished.

"So... you got bit by an escaped lab spider, and that... that gave you super powers?" Ben asked her curiously. Gwen shrugged her shoulders with a sheepish expression on her face. It really was the only explanation she could find.

"And what exactly have you been using your powers for? Aside from opening stuck doors?" Ben asked her. Gwen looked at him curiously.

"What do you mean?" she asked him.

"Well... are you being responsible with your powers?" Ben clarified. "You're not misusing them to cause trouble, are you?" he asked her. Gwen looked at him aghast.

"Are you kidding me? I'm still learning how to _control_ these powers," Gwen retorted. "I'm nowhere near ready enough to start playing pranks on people with them yet," she added before a devious smirk formed on her lips. "Although..."

"Miss Stacy... _Gwen_ , listen to me," Ben said sternly. "Do you understand why congress is going through hearings on mutant registration laws and things of that nature? I can tell you one reason, and it's that people are afraid of people with extraordinary abilities misusing their powers and harming others. Now, I'm not saying that you're going to become a monster or a criminal or anything like that," Ben said. "What I _am_ saying, however is that you just need to be careful with your powers," he added.

Gwen crossed her arms in front of herself and looked at Ben with a ' _Give me a break_ ' expression on her face. "Gwen, please listen to me. Your powers belong to you, and I can't tell you not to ever use them for any reason at all. But just because you _can_ use your powers for whatever reason you want doesn't necessarily mean that you _should_ ," Ben said with a somber expression on his face.

"Look, what's your point?" Gwen asked Ben in a slightly irritated tone of voice.

"My _point_ , Gwen, is that with great power comes great responsibility. Be responsible with your powers and just consider the consequences of how you use them. I'm not saying that using your powers is a _bad thing_ , just that you should think about how you're using them and why," Ben explained to her with a pleading expression on her face. Gwen's own expression softened as she realized that Ben was trying to be level with her and that he wasn't intending to talk down to her. He was genuinely trying to reach out to her.

"Are you going to tell anybody about me?" Gwen asked Ben cautiously.

Ben shook his head. "No. That's up to _you_ ," he said. "My lips are sealed unless you tell me otherwise," he added.

"Alright," Gwen said softly as she uncrossed her arms and nodded her head. "Thank you for promising to keep quiet. And... I'll try to be responsible. In the meantime, I'm gonna go get my drum set packed up," she added as she slowly walked over to the garage. Watching her walk away, Ben slowly shook his head.

"Teenagers will always be teenagers," he said quietly to himself before he started following after Gwen to help the others carry their gear to the van from the garage.

* * *

 **The Osborne Mansion, Later That Evening...**

Staring out the window of her bedroom, Nora Osborne frowned as she gazed upon the city lights. She had just received a text message from Anetta confirming that she had managed to follow her daughter and her friends to the club without being noticed. If it hadn't been for her current predicament caused by General Carradine and General Ross, Nora would gladly have driven Helen and her friends to the Mystic Spiral Club herself in order to watch them perform and keep and eye on them. She truly did want to witness her daughter try her hand at what she loved doing and had often made attempts to be there for her in the past, but so often she would have to cancel any plans she had made in order to take care of something important at work. And now she was busy fretting over a heat of the moment decision she had made the previous day, when she had secreted away not only several backups of computer logs regarding the research into the super serum, but at least one vial of the serum itself.

Reaching up with one hand to pinch the bridge of her nose, Nora sighed before walking over to her desk and pouring herself a glass of Guinness. She held the glass up to examine it before downing the alcoholic beverage in the hopes of calming her nerves. She briefly wondered what her late husband would have done if he were in her stead. _I miss you, Robert_ , Nora thought to herself before pouring herself another small glass of Guinness.

 _God, what am I doing?_ Looking over at a picture on the wall of her family back when it had still been whole, Nora smiled longingly at the face of her deceased husband. She then looked at the face of a very young Helen, only a few years old at the time the picture had been taken, and remembered why she did everything. _For Helen's future_ , Nora thought firmly to herself. _For the future of Oscorp. For my future. For Robert's memory_ , Nora thought to herself before she downed her second glass of Guinness and began refilling it. _For everything I've worked for. Everything that Carradine wants to take away and destroy because he wants his new toy NOW instead of when it's ready_ , Nora thought bitterly to herself.

 _I can't let Carradine win. That rat bastard thinks he can just take away everything we've worked so hard to achieve?_ Nora downed another round of Guinness and poured herself a fourth one.

 _I'll show him_ , Nora thought to herself as she eyed the small mini-fridge in the corner of the room. The vial of the serum was hidden in there, just behind a false board alongside some imported brandy and some spare cash that she kept for a rainy day. _Hell, maybe I should give HIM the serum. Let him know why it's not ready first hand! But... what if it IS ready?_

Nora drank her Guinness and poured herself yet another round. "I mean... why not test it?" she asked herself as the alcohol began to inflate her anger at Carradine and impair her judgement. "I mean, no one else knows but me," she said to herself as she downed her fifth round of Guinness. It had been a long time since she had consumed large quantities of alcohol at once. She quickly poured herself a sixth round of Guinness and downed that as well before setting the glass and bottle aside.

Kneeling down on the floor, Nora opened the mini-fridge and pulled out the racks inside before taking out the false board inside to grab the serum. She looked at the vial in her hand, the black cap keeping the green liquid inside as she turned it over in her hand. This was the most recent version of the serum, the one completed just prior to Carradine's asinine decision to take back the program. Walking over to her desk, Nora set down the vial before picking up her glass and refilling it with more Guinness.

* * *

 **The Mystic Spiral Club, Queens, New York...**

Mary Jane checked the power cords for the microphones and guitars as the rest of the band got themselves ready. "We're good," MJ said with a smile. "Okay, girls! Take your places," she said to the others as she walked over to the front of the stage.

Gwen sat in the middle of her drum set, her sticks at the ready. Helen had her keytar plugged in and strapped to her shoulder, her fingers itching to break loose. Glory had her electric guitar ready, an eager smile plastered on her face. Soon, the curtains were pulled back as the club announcer did his job and prepared their patrons for the Mary Janes.

As soon as the curtains were fully apart, Mary Jane grabbed the microphone and smiled. "This first song is called Bad Girl. Hit it, girls!" MJ announced as her friends started up, while Peter carefully position himself in the crowd to take pictures of the band. Gwen's drums prefaced the song lyrics for a few seconds before the others joined in as MJ started singing.

" _ **I'm ready for action!**_ " MJ began. " _ **Always concentrate!**_ " she continued as Gwen played the drums while Glory performed with her electric guitar.

" _ **My finger's on the trigger! Causing trouble! Hurt you double!**_ "

" _ **Sexy like a woman! Strong like a man! You'd better not cross my path! I've got a gun in my ha~and!**_ " MJ continued before Helen and Glory joined in as a false chorus.

" _She's just a bad girl!_ _ **Don't mess around with me!**_ "

" _She's so good with a gun!_ _**I'm gonna set you free!**_ "

" _She's a bad, bad girl! She's a bad, bad girl! Oooohh!_ _ **You'd better watch out for me!**_ "

The crowd listened with mild enthusiasm as the song continued. No one had thrown any garbage at the stage yet, and no one was leaving en masse either. Everyone seemed to unanimously agree that the Mary Janes, so far at least, didn't seem to suck. Peter Parker, however, raised an eyebrow as he listened to the lyrics. Something about the song seemed... _familiar_ , as though he had heard it before, but he couldn't figure out when or where.

" _ **Strong like a winder! Just about to break!**_ " MJ resumed after a brief instrumental interlude. " _ **Better not push to hard! You'll be in trouble! Hurt you double!**_ "

" _ **Looking for a victim! Don't get in my way! Or I'm gonna shoot you down, 'cause that's how I earn my pa~ay!**_ "

" _She's just a bad girl!_ _ **Better not mess with me!**_ "

" _She's so good with a gun!_ _**I'm gonna set you free!**_ "

" _She's a bad, bad girl! She's a bad, bad girl! Oooohh!_ _ **You'd better watch out for me~ee!**_ "

As the next heavy instrumental portion of the song played, MJ took a moment to catch her breath. Once the instruments became lighter, she smiled and prepared for the final portion of the song. Peter still felt that nagging sensation of familiarity in his head, but he opted to ignore it for the time being as he prepared to take more pictures.

* * *

 **Back At The Osborne Mansion...**

Setting her glass down on the table, Nora frowned before looking at the vial of green liquid nearby. _Carradine... Carradine and Ross both want to destroy me. Balkan wants to get rid of me. Price can't perform cunnilingus to save his life. And Tony Stark is going to get the money that should have gone to US for our glider! Bastards! All of them_ , Nora thought to herself bitterly. Picking up the vial, her inhibitions and self restraint no longer holding her back thanks to the alcohol in her system, she walked over to the bathroom and found an old insulin injection kit, along with a needle still sealed and sterile.

"Yeah... let's show them who's boss," Nora said to herself, the alcohol in her system boosting her self-confidence to dangerous levels. Her judgement may have been impaired, but her motor skills had yet to falter somehow. Grabbing the insulin kit, she unwrapped the needle and prepared her left arm. Filling the syringe with the serum, Nora took a deep breath and slowly stuck the needle into her arm, wincing at the alien feeling of thin cold metal sliding into her flesh and hitting a vein.

"Nothing ventured... nothing gained," she said to herself as she started pumping the green liquid into her arm. She pressed forward until the syringe was empty, and then she removed the needle slowly before rubbing the spot on her arm with alcohol and pressing a ball of cotton on top before wrapping it with gauze tape. She then sat on the lid of the toilet and stared at the wall where a towel was hanging from a hook.

Soon, however, she began to feel something. Her head became clearer. As she looked over at the half-empty vial of serum, Nora began to finally realize what she had done, and as something began fighting back the alcohol in her system, she began to panic. "W-What the... oh no. Oh shit, what have I..." she trailed off as she felt something strange flowing through her body.

Her pupils began to dilate, and her breathing became unsteady. Her heart pounded inside her ribcage as though she were running a marathon, and sweat began to pour down her body as small tremors began to surge through her. _What the hell was I thinking!?_ Fear overtook Nora as she became paralyzed, and she soon tilted forward, falling off of the toilet and crashing to the bathroom floor.

Her muscles began to spasm, her lungs burned, and her head swam. She couldn't breathe. She couldn't move. Her vision blurred, and her hearing began to fluctuate between dull and roaring loud as she heard the thumping sound of her own heart pounding against her ribcage like a rabbit's foot on the ground. _I-I'm gonna die! I'm gonna die! Helen... Helen, I'm so sorry_ , Nora thought to herself as she found her lungs burning.

Soon, her heart rate reached its zenith and she felt a sharp pain as it stopped. Her eyes widened in fear and realization. She opened her mouth to try to breathe, but nothing would happen. Nora then fell into unconsciousness as she blacked out.

For a full sixty seconds, Nora's body lay on the floor completely unmoving. She was dead to the world. And then... her heart began to beat once more. Her arms and legs twitched. Her fingers curled. Her breathing came in and out like a sleeping animal as she slowly returned to the world of the living.

Soon, her eyes snapped open and began darting about, taking in the room around her like an animal observing its environment. A smile soon formed on her face, and she pushed herself off the ground before turning to look at herself in a mirror. "Hello there, gorgeous," she said to her reflection.

Taking a slow breath through her nose, Nora then exhaled through her mouth. She felt like a brand new woman. "Hello world, here I am," she said confidently as she strode out of the bathroom and walked over to the window of her bedroom, looking out at the city beyond. She held up her hands to inspect them, curling her fingers and cracking her knuckles.

Nora felt something deep inside of her stirring, something primal and powerful. She didn't know what it was, but it was intoxicating. She smiled as she began to ruminate on what to do next, before an idea popped into her head. With a chuckle, Nora began gathering her keys and ID cards to begin making her way back to Oscorp HQ. She had some inventory to perform.

* * *

 **Some Hours Later, At the Stacy Household...**

As the Parker-Mobile came to a stop in front of Gwen's house, Ben looked in the rear-view mirror and cleared his throat. "Okay, uh, Gwen? Why don't you and Peter go over some of those photos he took at the club? You know, make sure he didn't snap any pictures that might get you guys in trouble, while I go let your dad know that he doesn't have to arrest me or send me to prison," Ben said with a chuckle.

Gwen nodded her head, knowing what Ben meant as he got out of the van. Unbuckling her seat belt, Gwen inhaled slowly and closed her eyes before telling herself, " _you can do this_ ," under her breath. Twisting himself to look over his shoulder at Gwen, Peter held up his camera.

"Uh, I don't know what my uncle is talking about, but if you wanna see all of the pictures I took, I can promise there's nothing... inappropriate," Peter said. Gwen sighed and shook her head in response. "What? You don't trust me?" Peter asked her.

"It's not that, Pete. It's just... There's something else I wanna talk to you about," Gwen said as she reached up and placed a hand on Peter's left shoulder.

"Is it about that first song? Because if you're thinking that you've heard it somewhere before, so do I," Peter said. "I just can't figure out _where_ ," he added. Gwen looked at him quizzically.

"What? Um... _no_ , that's _not_ what we need to talk about. Pete... I need to talk to you about MJ," she said in a serious tone as she looked him in the eyes. "I know that this is going to hurt, given how long you've been chasing after her, but you deserve to know the truth."

Meanwhile, Ben was busy talking with George over by the doorway of the house. "And, um... Gwen didn't touch _any_ alcohol? You're _positive_ about that?" George asked Ben in a very serious tone. Ben rolled his eyes at George.

"Yes, I'm _positive_ , Mister Stacy. I was watching them the whole time. Not a single one of them went over to the bar. Give her a breathalyzer test if you don't believe me," Ben said in an exasperated tone. George eyed Ben skeptically, but eventually nodded his head in acceptance of the man's words.

Back in the van, Gwen looked at Peter apologetically as he came to grips with what she had just told him. "I guess... I never really _did_ have a chance, did I?" Peter asked Gwen in a depressed tone of voice. Gwen slowly shook her head and squeezed Peter's shoulder gently.

"I'm sorry, Pete. I really am. But... I think it's better that you find out _now_ instead later," Gwen said in an attempt at comforting her friend. Peter nodded his head with a sigh.

"Yeah," he said quietly. "I guess there were plenty of signs. I just... I just didn't notice them," he said to himself.

"Hey, don't be hard on yourself. You're a nice guy, Pete. I'm sure that you'll find someone someday, okay? So, I'll see ya later, okay?" Gwen said as she opened the door of the van. "And Pete? If you need to talk, I'm willing to listen," she added as she closed the door and walked over to where her father and Ben were standing. Peter looked out the window at her and sighed as he reclined back in his seat.

Meanwhile, as Gwen walked over to the front door, Ben stepped away. "Well, good night, Miss Stacy; Officer Stacy," Ben said with a nod before walking over to the van and getting in to the driver's side. Gwen paused and turned back to look at Peter reclining in his seat as the Parker-Mobile began to drive away, soon disappearing around a corner several houses up.

"So," George began as he and Gwen stepped into the house, "I'd like to know what you were busy doing while Mister Parker was attempting to distract me." Being a cop, George Stacy could recognize a distraction when enough signs were present, and Ben Parker's decision to leave the vehicle and talk to him in person was very much indicative of the man trying to distract him for some reason. After all, he had already received two text messages, one from Ben Parker and one from his own daughter, informing him of the band leaving the club and stopping at the Grant household.

Closing the door behind them, George crossed his arms and looked at Gwen expectantly. Sighing, Gwen plopped herself down onto the living room couch. Gwen wanted to make a smart-ass comment in response, but she decided against it. "I was talking with Peter," she finally said as she looked her dad in the eyes.

"About?" George asked his daughter suspiciously.

"About... Mary Jane," she admitted guiltily. George narrowed his eyes at Gwen.

"Really? Weren't you supposed to talk to him about her _before_ this little trip?" George asked his daughter pointedly. Gwen inhaled in frustration. " _Well?_ " he asked her again.

" _Yes_ ," Gwen replied sharply, turning her head to look away from her father.

"But you _didn't_ ," George stated. "You waited until you'd gotten what you wanted from the boy. You _used him_ ," George said with heavy disapproval in his voice. Gwen shifted uncomfortably on the couch as she tried not to look at her father.

"Well, why does it matter to you!?" Gwen snapped at her father.

"It matters because you're doing to him what other girls used to do to _me_ when I was your age!" George retorted firmly, a frown on his face and a glare in his eyes. Gwen felt herself withering under her father's glare. "I already told you about how girls would use me like that when I was your age. Didn't I?" he asked Gwen.

" _Yes_ ," Gwen answered softly, her gaze settling on the floor. "But... isn't it important that I told him at all?" she then asked her father. George softened his gaze a bit and let out a sigh.

"Yes. Yes it _is_ a good thing that you told him at all," George said. "The problem, though, is that you could have, and _should have_ , told him _sooner_ ," he added. "Now if that boy is as smart as you've made him out to be, then either tonight or tomorrow, he's gonna realize that you kept that information from him until _after_ your performance, and then he's gonna realize you and your friends were using him for your own benefit. And he's probably gonna be upset about that. I certainly would be," George said firmly.

A sense of shame began to wash over Gwen as she processed her father's words. "If you're lucky, you'll be forgiven by him the next time you speak to him," George said. "Guys are a bit more forgiving than girls a lot of the time, but everyone's got their limits, Gwen," George said.

Gwen said nothing as she sat on the couch. "Gwen... sometimes, doing the right thing isn't always easy or convenient. Sometimes it can be thankless and there's absolutely no guarantee of you benefiting from it, but you owe it to yourself and the people you care about to do the right thing if you're capable of it, even if you gain nothing in return for it," George said.

Gwen tilted her head as she listened to her father speak. _Why does that sound... oddly familiar somehow?_ "Right," Gwen said in a somewhat dour tone before she stood up from the couch. "I'm gonna... go get a shower. I'll talk to Peter tomorrow and find out how he's doing," she said as she began walking away from the couch and over to the stairs.

"Gwen, I'm not _mad_ at you. I'm just... disappointed," George said. For some reason that she couldn't understand, Gwen found that her father being disappointed in her somehow seemed worse than him being upset at her. She quickly hurried up the stairs and over to her room before gathering some clean clothes.

As soon as she was in the bathroom, Gwen closed the door behind her and looked at herself in the mirror. "Dammit," she muttered in a combination of frustration, guilt, and shame as she thought about everything that had happened throughout the day. "Tomorrow's another day, right? _Right_ ," she then said to herself as she stripped down and stepped into the shower.

 _Tomorrow_ , Gwen thought to herself as she lathered soap all over her body, _I'm gonna visit Mom's grave. At least I can talk to the dead without being judged_ , she continued thinking to herself as the hot water of the shower washed away the dirt and grime of the day. If only it could wash away her feelings.

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _The Spectacular Spider-Woman_ , Nora begins plotting her revenge against General Carradine, while Gwen begins to realize that Ben Parker's words about power and responsibility are far truer than she wants to believe.

* * *

Author's Notes **:** And this was the fourth chapter! As you can see, Uncle Ben actually gets to live in this continuity, although he still imparts those famous words of wisdom that we all associate with him. However, keep in mind that Gwen hasn't reached the stage of her character arc where she is fully accepting of her responsibility just yet. She's been told the motto, but she hasn't really taken it to heart yet. She still hasn't gone through the " _I could have prevented this if I had been responsible_ ," phase of her journey just yet. She'll get there in time, though, don't worry.

And now onto Nora! As you can all tell, I'm having Nora Osborne be a much more kind-hearted person than Norman Osborn was, in order to later demonstrate how becoming the Green Goblin will change her as the story progresses.

Also... writing the needle injection sequence made me kind of queasy, because I drew from personal experience in getting blood drawn for blood tests when writing it. Reading the sequence over makes me feel kind of queasy as well, but I do feel that it adds a more visceral feeling to the scene than if I were to just type "Nora grabbed the needle and injected herself with the serum." That would be boring.

I also made a reference to the David Cronenberg remake of _The Fly_ (1986) by having Nora get drunk before her fateful decision, much like how Seth Brundle (played by Jeff Goldblum) makes his fateful teleportation while being drunk because of his anger at another person. That being said, this is the _**ONLY**_ reference I will be making to that film, as I really don't want to make myself or the readers of this story get sick. As brilliant as that movie is, it can also be extremely nauseating to watch.

And now onto Gwen! Unlike the Gwen from the comics, this Gwen is a much more flawed individual, with selfish interests that sometimes get in the way of her doing the right thing. She's a teenager who's still growing up and doesn't quite know what she's going to do with her life. She's still stumbling onto situations that she hasn't encountered before, and not just ones that her powers will get involved in.

This is part of why I find Tobey Maguire's Peter Parker from the Sam Raimi trilogy to be the most relatable version of the character in any film. That version of Peter went through the same awkward social situations we find ourselves in, and he _rarely_ ever came out on top. He was, for the most part, a loser, but that also made him a true underdog and that made us _want_ to see him succeed. And when he _did_ succeed, we fucking _cheered_ for him.

Gwen Stacy, conversely, even in this story, is not the underdog that Peter Parker was. Because of this, I have to make her troubles different and specific to her own circumstances. Gwen in this story is not a loser... at least not as we conventionally define losers. She's more or less the Average Jane... but with spider-based superpowers given to her by accident. This means she needs to have her epiphanies and realizations come to her in ways that are different from Spider-Man and other characters with similar stories.

Of course, I do have the dead mother bit thrown in there... which is practically standard for many of the most famous superheroes out there (Aquaman not-withstanding, and bless his movie for actually having both of the hero's parents still be alive at the end in clear defiance of superhero film norms), but there's a reason for her mother already being dead which will come into play much, much later down the road as the story progresses into later arcs. For this first arc, however, the focus is mostly on Gwen and Nora, the hero and villain, as they develop their powers and personalities.

And again, Gwen still hasn't reached that point in her development where she takes _With Great Power Comes Great Responsibility_ to heart yet. That's coming, but not quite in the way that many of you will expect. Oh, it _will_ involve someone Gwen knows getting hurt or killed as a result of her actions, but I'm going to leave the details regarding _who_ , _how_ , and _when_ up to the imaginations of the readers for now.

As always, please be sure to let me know what you think of the chapter and/or story so far in your reviews!


	5. Birth of Spider-Woman

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

So, now that Nora has gone through her transformation, we can finally get to Gwen becoming Spider-Woman.

Also, to assuage certain readers...

I'm not turning Peter into Poison... or the Lizard. I'm not shipping Gwen with Miles. I'm not following the popular comic trends. This story will be carving its own path. It will be, mostly, its own thing, although it does borrow some elements from various Spider-Man _movies_ (2002 - Present) here and there.

Anyway, this chapter will focus on Gwen as she begins contemplating her future and what to do with her powers, along with her emotional struggles regarding her friendships and her fear of being rejected by others.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, _Neon Genesis Evangelion OST 1 - 3_ (1995 - 1997) by Shiro Sagisu, and _Project A-Ko_ (1986) by Joey Carbone & Richie Zito.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score **:** _Revenge_ , _Backyard Connection_ , _Alone,_ _Web Slinger_ , _New Powers_ , _Photographing Spider-Man_ , _Hard Nipples_ (Yes, this is an actual track name), _Norman's Troubles_ , _Costume Montage - Web Practice_.

Music From _Neon Genesis Evangelion OST 1 - 3_ (1995 - 1997): _Ritsuko_ , _In The Depths of Human Hearts_ , _The Day Tokyo-3 Stood Still_.

Music From _Project A-Ko_ (1987): _Explosion_ , _Jealous Eyes_ , _Follow Your Dream_ (vocals by Valerie Stevenson), _Dance Away_ (vocals by Ann Livingston).

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Siberia_ , _Broken Moon_ , _You, Me!_.

 **Track Order Listing**

 **01**. _Alone_ (Gwen at cemetery), **02**. _In The Depths of Human Hearts_ (Nora at lab), **03**. _Norman's Troubles_ (Nora "forgives" Gary), **04**. _Siberia_ (Gwen and Peter at school), **05**. _Photographing Spider-Man_ (Gwen's first fight), **06**. _Costume Montage - Web Practice_ (Gwen's costume montage).

* * *

 **CHAPTER 005: Birth of Spider-Woman**

* * *

 **The Osborne Mansion, Sunday Morning, April 01, 2040**

Walking down the stairs, Helen Osborne let out a yawn. As she made her way into the kitchen, she found Anetta already making breakfast. "Mornin', Anetta," Helen said groggily.

"Good morning, Miss Helen," Anetta said with a curt nod of her head before she returned her focus to the stove. The smell of food filled the air, and Helen found herself licking her lips.

"Mm, what's for breakfast?" Helen asked hungrily.

"Eggs, sausage, toast. The usual," Anetta replied with a smile as she used a spatula to turn over some of the sausages in the skillet. The sound of footsteps soon brought Helen's attention to the entrance of the kitchen as Nora made her way inside.

"Good morning, Helen! Good morning, Anetta," Nora sang cheerfully as she strode into the kitchen with a beaming smile on her face. Helen looked at her mother curiously. She hadn't seen her mother acting this cheerful in quiet a long time.

"You okay, Mom?" Helen asked her mother curiously.

"I'm fine. Why?" Nora replied with a tilt of her head. Helen looked at her inquisitively.

"Well... you just seem... more chipper than usual," Helen responded slowly. Nora chuckled and shook her head.

"I'm fine, Helen," she said reassuringly before turning to look at Anetta and the stove. "Ooh! What's for breakfast!?" Nora asked eagerly.

"Eggs, sausage, and toast," Anetta replied before she used her spatula to flip an egg over and press it down onto the skillet. Nora inhaled through her nose and licked her lips in an almost predatory manner as she watched the sausage and eggs cook on the skillet.

"Oh... _definitely_ ," Nora said. "How much longer until it's done?" she asked Anetta. Anetta looked at the timer on the stove.

"Only a few more minutes. Gotta make sure it's all cooked properly," she said. "Can't have anyone getting sick," she added.

Helen nodded her head in agreement, while Nora simply continued watching the food cook. She eventually turned to look at Helen. "Helen, why don't we go into the dining room and wait. You can tell me about your performance last night," Nora suggested.

"Uh, sure," Helen replied as she followed her mother into the dining room.

* * *

 **Evergreen Cemetery, Queens, New York, Around Noon...**

Walking up to the tombstone of Helen Stacy, Gwen Stacy sat down on the grass, pulling her knees up to her chin. She was wearing blue jeans, a red T-shirt, and a brown bomber jacket. Her hair was tied up in a ponytail as usual. "Well... I guess it's been a while since I've paid you a visit, hasn't it?" Gwen asked as she looked at the tombstone.

A soft breeze blew through the air, brushing Gwen's ponytail around slightly. Gwen ignored the wind as she tried to think of what she wanted to say. Eventually, she decided on basically everything that had happened to her recently.

"There's been a lot going on since the last time Dad and I came here," Gwen said to her mother's grave. "I, uh, gained some super powers last month," she continued. "I got bit by this spider from a laboratory and it... um, it gave me a harsh fever, but after it was gone I was able to walk on walls and shoot webs from my wrist."

"I think I'm stronger now too, and I can balance myself in ways that most gymnasts would kill for," Gwen continued before pausing to take a breath. The tombstone said nothing to her in response. Gwen let out a sigh. "I wish you were still here, Mom. There's a lot of stuff going on that I wish I could talk to you about. In person, you know?"

Again, the tombstone remained silent.

"There are things I just... I just can't really talk to Dad about. Not just puberty, but other things too. Things that I think only us females can really understand and relate to," Gwen said with a sigh. "I wish you were still here to help guide me through some of this," she added.

"I don't really know what to do sometimes, Mom. Peter's uncle told me yesterday about how I need to be responsible with how I use my powers, but he's the only person who knows about them," Gwen said softly. "And Dad? He doesn't know. He also keeps telling me about responsibility, but more like how I need to be responsible for how I treat my friends."

The tombstone still said nothing.

"I guess... I guess he had a point about telling Peter the truth about MJ before the performance, but... I didn't know how to bring it up before then. I mean, he's my friend, but I don't really like seeing him depressed. Before last night, being around MJ gave him the strength to overcome most of his problems, but now... I don't know," Gwen continued.

"I don't know if I'm a good friend or not. I don't really know who to talk with about all of this, except maybe Helen." Letting out a sigh, Gwen rested her chin on her knees. "I wanna tell her, but... I'm kind of scared. I don't know how anyone will react to my powers, and Peter... after last night, I don't really know if he wants anything to do with me or the rest of the band," Gwen said forlornly.

"If I'm honest, Mom, I really just wanna keep doing things like I did before the spider bite. I like having these powers, but... I don't know. I don't _feel_ like I'm meant for anything more than what I already am, but a part of me _does_ wonder what it would be like to swing around from skyscraper to skyscraper from time to time," Gwen said with a chuckle. "Or to just pull myself across a heavy intersection by shooting a web at a building across the street," she added.

"That would be nice, I think. There's a lot of things I could do for myself with these powers. But then what happens when someone starts lecturing me on abusing them?" Gwen asked in a frustrated tone. "I mean... I'm not gonna use my powers to _hurt_ anyone, so what would it matter if I use them to help myself?" she asked rhetorically.

Again, the tombstone remained silent.

"What am I doing? _Talking to a freakin' tombstone_ ," she began to chastise herself. "Dammit, Mom. Why did you have to go and die in a car crash?" Gwen whined. "Why did you have to die at all?" she then added in a somber tone. "Why can't you still be here with me? I need you, Mom. I don't really know what to do with myself or my powers," Gwen admitted as she wrapped her arms around her legs and hugged herself.

"I miss you," Gwen said tearfully as she looked at the tombstone. "I miss you, Mom. I miss the things we used to do together, like sitting on the couch and watching old kids movies together," Gwen moaned. "I miss painting Easter Eggs with you and going trick-or-treating on Halloween. I miss just having you around. I miss hearing you tell me that everything's gonna be okay when I'm upset. I miss... I miss _you_ ," Gwen whispered as she stared at the tombstone.

As before, the tombstone remained silent, and Gwen felt even more alone than ever.

* * *

 **Oscorp Corporate HQ, That Afternoon...**

Stepping into the lobby of the building, Nora Osborne marched over to where Gary Price and Mendel Stromm were standing. "Alright, what was stolen?" Nora asked them. Stromm gulped and Price sighed. "Well? Out with it," Nora demanded.

"The glider, the performance armor, the ammunition," Stromm said worriedly. "It's all gone. Someone came in last night and just took all of it," he added.

"Who? And how?" Nora asked. Her memory of the previous evening was a complete mental fog. She couldn't remember anything other than drinking a few glasses of Guinness.

"Well, we don't know," Price said as the trio entered an elevator. Nora raised an eyebrow at him curiously.

"What do you mean?" Nora asked him. "We have security cameras everywhere. How could the person who did this _not_ get caught on camera?" she asked him incredulously.

"Well, I'll let security explain that," Price said as the elevator ascended.

"When were you guys notified?" Nora asked them.

"Around noon. Security's been investigating all morning, but apparently they only decided to call us after they ran into a dead end," Price said. Stromm nodded his head in agreement.

"They should have alerted us as soon as they discovered the theft, but for some reason they didn't," Stromm added with disapproval in his voice. "It's like they're trying to hide something from us," he added.

"Or they're trying to make themselves look smart by playing detective," Price said. "Instead of doing their job and alerting all relevant staff as soon as the theft was discovered," he continued with a frown.

Nora simply nodded her head as she listened to the two men complaining about the building's security staff's handling of the situation. Eventually, the elevator reached the desired floor and the trio stepped out into the hallway before making their way over to the labs. Nora soon noticed the yellow tape along the walls near the lab doors as several security guards stood by while some actual police detectives collected evidence inside the lab.

"You guys didn't mention the police being here," Nora said as she glanced at the two men accompanying her.

"Sorry," Price said. Nora snorted and focused her attention on the head of security standing near the door to the lab. He was a barrel-chested man in his fifties with a mustache and black hair, currently speaking with a detective.

"Captain Newmeyer," Nora said as she approached the man. Newmeyer turned to look at Nora with worry in his eyes as his shoulders slumped. "Mind telling me what's going on here?" she asked him.

"Well, someone stole some valuable equipment last night," Newmeyer said nervously.

"I see. So, who was it? I've been told that the security cameras didn't catch them, but I don't see how that's possible with all of them... still being intact," Nora said as she looked around the hallway and noticed the various cameras tracking her movement.

"Well, the problem is that our security feed was turned off and reset by whoever broke in," Newmeyer explained. Nora and the detective both raised eyebrows at the statement. "They somehow got a hold of the clearance codes needed to access those programs and tampered with them. We have time stamps from a remote server showing the system behaving normally up until around nine-thirty pm, and then nothing," he continued. "Whoever did this was a professional," he added.

"But how did this person, or people, access the security system anyway?" Nora asked him.

"They knocked out the guards who were on duty. Then they got inside and turned everything off. We've found traces of chloroform on their faces, but we don't know how the thieves were able to get close enough to take 'em out," Newmeyer continued.

"Was _any_ evidence left behind by the perpetrators at all?" Nora asked Newmeyer. Newmeyer shook his head in response.

"Well, not that we've been able to identify yet. The police are still looking over the security footage from the remote server, but it's gonna take some time," Newmeyer said.

Nora looked over at the lab as several forensics workers moved alongside security guards to collect any evidence available. With a sigh, Nora turned around and grabbed Price by the sleeve of his lab coat. Dragging Price over by a corner, Nora held out a finger to silence him as soon as he opened his mouth.

"Tonight. You and me at the Sealed Lips Hotel. _After work_. For now? Cooperate with the police, do whatever they ask of you, and don't say a single word to Old Man Balkan," Nora said quietly with narrowed eyes. Price nodded his head in agreement before Nora let go of him and marched back over to the lab.

* * *

 **The Sealed Lips Hotel, New York City, Later That Evening...**

Staring up at the ceiling while lying back on a large queen-sized mattress with heart-shaped pillows, Nora let out a satisfied sigh. She looked over at Gary, who was still trying to catch his breath from the ringer she'd just put him through over the course of the past three hours. "Damn," he finally said as he glanced over at her. The sweat covering her was still shining in the light.

"I think I'm dry," he said tiredly. Nora nodded her head in affirmation.

"Damn right you are," Nora said as she slowly breathed in and out.

"What's gotten into you tonight?" Gary asked her.

"I don't know. I guess a lot of pent up stress that just needed to be released," Nora said thoughtfully. "Carradine... the serum... now a break-in and a theft at our own labs," Nora said darkly as a scowl overtook her face. She slowly swung her legs over the edge of the bed and stood up to walk over to the window of the room, pulling back the drapes to look out at the city.

Gary looked at Nora's toned nude body in appreciation, until he saw the strange look in her eyes as she turned back to gaze at him. "Nora?" Gary asked her with a hint of concern in his voice. Nora looked at him with a narrowed gaze, not quite a glare, but not quite soft either.

"Um... Nora? Look, I know I should have kept my mouth shut about the side research we did with the serum, but... I really did have the best intentions," Gary said apologetically. "Can you forgive me?" he asked her.

Nora looked at him. _Gary... he told Carradine about the cancer research._ _ **HE**_ _got it all taken away. He took away my insurance for Helen. He took away her future! He gave everything to Carradine! It's HIS FAULT!_

Slowly, Nora raised her left hand and curled her fingers, leaving only her pointer finger to gesture for Gary to approach her. Smiling, Gary slid off of the bed and walked toward her. Nora smiled at him as he got closer.

Gary opened his mouth to speak, but Nora pressed a finger to Gary's lips to silence him. She slowly stepped around him. With Gary slowly, turning around to face her, his back was now to the window. Nora looked him up and down before reaching out with her right hand to slowly trail it down his front.

Smiling, Nora reached down between Gary's thighs. "Already?" he asked her nervously. "I-I don't think I can get up so soon," he said as he felt Nora's fingers curling around him.

"Don't worry. I'll get you up," Nora said with a smile. Gary then felt and increase in pressure around his jewels from Nora's hand.

"W-Well, that certain-um, ouch. That's a little-ah-aah! AAAHHH! N-Noraaaaaaaaaaaaahh!" Gary cried out in pain as Nora began to squeeze him painfully in her hand. Her smile became twisted and cruel as she began to lift him up from the floor, and he screamed in agony and fear before Nora began stepping forward.

Gary's scream echoed in the otherwise sound-proof room until Nora slammed him into the window with enough force to break the glass. Gary continued screaming as he fell backward once Nora let go of him. Nora watched with a cruel smile as Gary fell over a dozen floors before hitting the ground below.

"Yes, Gary. I forgive you," Nora said quietly as she gazed down at Gary's lifeless body on the ground below. She then turned around and made her way over to the bed to gather her discarded clothes.

Halfway through getting dressed, however, Nora's calm demeanor began to wear off, and she felt off balance and disoriented. After regaining her balance, she began looking around the room. Noticing the broken window, Nora walked over to it before peering out at the ground below. As soon as her brain fully processed what she was seeing, she screamed.

* * *

 **Midtown High School, Monday, April 02, 2040**

Gathering her things from her locker, Gwen saw Peter walking into the school from the lobby, his face keeping a mostly neutral expression. Quickly closing her locker and locking it, Gwen made her way over to Peter as he reached his own locker and opened it. "Um... hey, Pete?" Gwen asked nervously.

Peter let out a resigned sigh as he turned to look at Gwen. "Hey," he said tiredly. Gwen's shoulders sagged as she took in how despondent Peter truly appeared to be.

"Pete, I-" "Don't worry about it," Peter said, cutting her off. "Like you said, it's probably for the best that I found out now instead of later," he added with a sigh. "I mean... let's face it. There were plenty of signs, like breaking up with Flash," Peter offered as an example.

"But, Pete, any girl would have broken up with Flash after dating him for so long, regardless of orientation," Gwen said, just as Eugene "Flash" Thompson himself walked through the hallway behind her. A frown appeared on the boy's face as he heard her words, and he paused to eavesdrop on the conversation. "Nobody suspected MJ of being a lesbian when she broke up with him. Even _she_ didn't realize she was gay at the time," Gwen continued, prompting Flash's eyes to widen as he listened to her.

"So, it's not just _you_ who didn't stand a chance with her, Pete. It was practically _every_ straight guy in the neighborhood," Gwen said, just as Peter noticed Flash standing behind her, an expression of bewilderment consuming his face. Peter raised a hand and gestured for Gwen to turn around.

"What? Wait, MJ's standing behind me, isn't she?" Gwen asked before turning around. "Oh! Hi, Flash," Gwen said to the stunned boy. Flash slowly raised a hand and sluggishly waved at her in response, his face still expressing shock at what he now assumed to be the truth behind why MJ had broken up with him.

"Soooooo... how much did you hear?" Gwen asked Flash.

"Um... I heard the part where MJ basically eats fish tacos and everything after that," Flash said quietly. Gwen's shoulders slumped slightly while Peter looked at Flash curiously.

"But, we didn't say anything about tacos," Peter said. Gwen and Flash both looked at him in scorn for not recognizing the innuendo. "Wait, why are you guys looking... _oh!_ " Peter exclaimed briefly as he realized his mistake. "Sorry, I, uh... yeah, I get it now," he said.

"And here I was about to apologize for all the shit I've put you through since middle school, and you go and give me whole new reason to make fun of you," Flash said scornfully to Peter, shaking his head in dismay at the other boy's social awkwardness. Gwen looked at Flash with a scowl.

"Flash, watch yourself," Gwen warned him. Her eyes were narrowed in a glare, and Flash nodded his head in reluctant agreement. "And you keep your mouth shut about MJ too, got it? She doesn't want anybody to know yet," she added.

"Yeah, yeah, I got it. Whatever you say," he said before walking away. Gwen watched him like a hawk as the boy made his way through the hallway.

"I mean it, Flash!" Gwen hollered at him. Flash briefly turned back to look at her and held up his hands while nodding his head before resuming his trek through the hallway. Gwen then turned to look at Peter. "Sorry about that," Gwen said to Peter.

"Look, Pete? Let's just... I should have told you sooner," Gwen finally admitted. "I've known about MJ far longer than I let on the other day, and... I should have been honest with you sooner. I'm sorry for keeping you in the dark," Gwen said solemnly. "I deliberately waited until after the gig at the club to tell you," she admitted.

Peter looked at her with an odd expression. "I...I used you, Pete. I kept my mouth shut about MJ so that you would help us out with the van and the pictures because of your crush on her. I...I'm sorry. I'm so sorry," Gwen apologized softly as she looked Peter in the eyes. "I'll understand if you don't wanna speak to me or the others anymore," she added solemnly.

Peter inhaled quietly as Gwen slowly turned around and walked away, slowly trudging through the hallways towards their homeroom. Shifting his gaze to the floor, Peter adjusted his glasses and grabbed his school supplies from his locker before putting his backpack away and locking it. He then began making his way toward homeroom, giving thought to what Gwen had told him.

* * *

 **The Osborne Mansion, New York City, After School**

Stepping into the elevator that connected the garage to the various floors that made up the large building wherein the Osborne Mansion resided, Helen Osborne and Anetta made their way up to the primary floor of the building. Anetta was dressed in her usual black suit, while Helen was still wearing her casual clothes from school, including her blue jeans and heavy jacket. "So, what's wrong with Mom?" Helen asked Anetta after a lengthy silence as they rode the elevator.

Just before the final bell had rung, Helen had received a text message from Anetta informing her that she would be picking her up and taking her home. This had worried Helen at first, mainly because of how her mother had been called into work unexpectedly the previous day, but also because she couldn't remember when or if her mother had arrived home at all the previous night. She didn't remember seeing her mother at breakfast either.

"She wouldn't say," Anetta replied as she turned her neck to look at Helen. "She simply said to pick you up after school was over and bring you home," she said. Helen nodded her head.

"Yeah. You told me that in the car," Helen retorted. "Didn't she say _anything_ about why she needed me home right away?" she then asked Anetta anxiously. Anetta shook her head in the negative.

"I'm afraid not. She wouldn't even tell _me_ why she wanted me to bring you home so quickly. And believe me, I did try to find out," Anetta explained. Helen slowly nodded her head, her concern now growing as the elevator reached the floor where the mansion started.

As soon as the elevator pinged and the doors opened, Helen marched out into the main hall of the mansion. "Mom? Mom!?" Helen called out with concern in her voice.

"You don't need to shout," Nora said from the top of the staircase where she was standing, looking over the banister at Helen and Anetta.

"Mom, what's going on?" Helen asked her mother as she walked up the stairs to approach the older female. "Anetta said you wanted her to pick me up from school right away. Has something happened? Are we being evicted!?" Helen asked worriedly.

"Evict-no! No, good heavens, no!" Nora replied as she put a hand on Helen's shoulder. "No, Helen. It's just... for the next few days and the upcoming weekend, I'm going to be away form home. For most of the week... I'm going to be cooperating with the police in an investigation," Nora explained.

"Investigation? Is it the break-in you mentioned over the phone yesterday?" Helen asked her mother worriedly.

"Well... that and... um... last night, one of my close friends and fellow employees, Gary Price, died," Nora explained. "Part of the reason I didn't come home last night was that he and I had been spending some time together at a hotel," Nora admitted.

Helen nodded her head somewhat reluctantly. She had known of her mother's less-than-professional relationship with Gary for quite some time, but given that the relationship had not begun until well after her father's death, she hadn't said anything about it. "Did you see what happened?" Helen asked her mother.

"Yes. We were... being too rough with each other and he fell out the window. I've already gone and talked to the police, but they want me back for more questions later this evening. I may not be home until after midnight, depending on how things progress," Nora said in a melancholy manner. She then wrapped her arms around her daughter and brought her into a hug.

"Behave yourself, okay? And help out Anetta when she asks for your assistance," Nora said into her daughter's ear. Helen nodded her head before pulling away from her mother.

"You're not going to prison, are you? I mean, it sounds like it was an accident," Helen asked her mother with concern.

"It was an accident, but I still have to talk to the police. Being innocent doesn't mean I don't have responsibilities," Nora replied. She then walked around her daughter and made her way down the stairs. "Anetta, I'll be taking my personal car to the station. I'll let you know by ten o'clock if I'm not in good enough condition to drive myself home," Nora said. Anetta nodded her head in understanding.

"Of course, Ma'am," Anetta replied as Nora marched into the elevator.

"I'll be back, just not right away," Nora said to Helen. Helen nodded her head nervously and watched as the elevator doors closed in front of her mother. Turning away from the entrance hall, Helen let out a sigh and made her way down the hallway toward her bedroom.

* * *

 **Somewhere In Queens, Later That Evening...**

Walking down the sidewalk while wearing a headset connected to her somewhat bulky i-Pod Classic, Gwen bobbed her head in tune with the music being sent into her ears. Her hands were in her jacket pockets, while her wallet was in her jeans. " _We'll get HIGHER and HIGHER! Straight up we'll climb! We'll get HIGHER and HIGHER! Leave it all behind!_ "* Gwen sang softly to herself.

She soon came across a mini-mart that was still open and made her way inside. Pausing the music on her device, Gwen began looking for something to eat, not noticing an older man in a dark brown hoodie watching her as he slowly paced through the aisles. Eventually finding nothing that seemed appealing to her, Gwen soon turned around and left the store, turning her music back on as she resumed her trek home.

After several minutes of walking in the dark, Gwen began to feel the hairs on her body rising, and her spider-sense kicked in. Her eyes widened and she quickly ducked and rolled forward before spinning herself around to see a man in a dark brown hoodie retracting his arm. Pausing her music, Gwen took off her headphones and simply hung them around her neck as she looked man up and down.

He appeared to be in his mid-twenties. He seemed somewhat muscular, but not overly so. His left hand was in his jacket pocket, and Gwen quickly remembered the safety lessons her father had taught her over the years. "Can I help you... sir?" Gwen asked him carefully.

"Your wallet. Now," the man demanded. "You went into a store to buy stuff. That means you got money. So, hand it over, and you don't get hurt. I'm sure daddy can give you more when you get home," the man said.

Gwen slowly reached into her jeans, searching for the taser her father always insisted that she carry around with her. It wasn't there. She had left it at home by accident. _But... maybe I don't need it_ , Gwen thought to herself.

"No," Gwen said firmly as she withdrew her hand from her jeans. The man blinked at her before scowling.

"I'm sorry, what did you say?" he asked her in a warning tone.

"I said ' _no_ '," Gwen reiterated. "If you want my money, you'll have to come and take it from me," she said before turning around and resuming her walk. She listened as the man quickly lunged toward her, and she jumped into the air.

With the grace of a spider, Gwen did a back flip over the man and landed behind him on all four limbs. She then held out one arm and pressed her fingers against her wrist to send out a stream of webbing to catch the man's pants before yanking them down around his ankles. The man let out a yelp of surprise as he fell over and hit the asphalt.

Standing up, Gwen smirked at her handy work. "Now, you go home and think about what you tried to do. I'm sure mommy will only ground you for a week," Gwen quipped as she walked around the man and continued her trek home, just before two more guys with hoodies walked up from the other side of the street.

One of them was wearing a bright yellow hoodie, while the other one was wearing a dark blue hoodie. "Hey! What'd you do to Maurice!?" the Blue Hoodie asked her angrily. _Uh-oh_ , Gwen realized.

"Get her!" Maurice called out as he pushed himself up from the cement and pulled up his pants, making sure to buckle his belt to prevent another fall down. The trio quickly surrounded Gwen as she backed up into a light pole. "All right, now we're gonna have the wallet _and_ get some payback," Maurice said angrily.

 _Oh shit! What am I gonna... wait a minute! I have superpowers_ , Gwen thought to herself. _What am I worried about?_ She then grabbed the pole and swung herself up before climbing backwards to the top using only her hands before leaping up and crouching on the top of the lamp, leaving the three men standing in awe at her acrobatics.

"Damn, that's... _really impressive_ ," Yellow Hoodie said in genuine appreciation. Maurice and Blue Hoodie nodded their heads in agreement, before Maurice remembered the girl's actions from earlier.

"Get down from there!" Maurice yelled at her. Gwen looked down at him and flipped him off with a smirk.

"Aww... does wittle baby want mommy to hold him?" Gwen asked mockingly. The trio scowled at her in unison. "I was talking to pavement-face, not all three of you," Gwen clarified.

"Shut up, you bitch!" Maurice shouted at her. Gwen frowned at him in response.

"I guess I'll have to spank you myself," she muttered to herself with a sigh. She then leaped from the street light over to the wall of the nearest building before lunging at the ground. She held out her arms and shot out two ropes of web at the men. She then crossed her arms and pulled the webbing back toward her, knocking two of the men against each other.

Blue Hoodie then reached into his jacket and pulled out a snub-nosed revolver in retaliation before aiming it at Gwen. Gwen quickly shot out another stream of webbing to catch the gun and pull it out of the man's hand. The webbed gun flew through the air before Gwen sent it flying over toward an alley and smashing into a brick wall. She then sent out another stream of web and pulled Blue Hoodie toward her before grabbing him by his jacket.

"Jesus, lady!" Blue Hoodie cried out as Gwen turned and threw him at the light pole, knocking the wind out of him. Running around the men, Gwen shot out streams of webbing and tied the trio up around the pole. "Oww," Blue Hoodie moaned in pain. "My head," he added.

"Nighty night, boys! Don't let the bed bugs bite!" Gwen called out with a wave as she resumed her trek home. _That was... kind of fun_ , Gwen thought to herself.

" _ **HEY!**_ _We've seen your face! We know what you look like!_ " Maurice shouted after her. Gwen turned around and flipped him off as she continued walking backward before she leapt onto the wall of a building and crawled up onto the roof.

She then put her headphones back on and resumed listening to her music. _I think I know what I'm gonna do with these powers now_ , Gwen thought to herself as she looked around the cityscape. _But if I'm gonna do that, then I need to keep my identity hidden. Which means... I'm gonna need a mask or some kind of suit_ , Gwen thought to herself.

* * *

 **The Stacy Residence, A Short Time Later...**

Stepping into the house, Gwen quickly closed the front door, alerting her father to her presence. "How was your walk? Thought you'd be out a little bit longer, though?" George asked his daughter as he caught her running up the stairs.

"It was okay. I forgot my taser, so I decided to cut it short," Gwen replied. George nodded his head in understanding. While New York had become a much safer city during the 1990's, it had begun to see a slow decline into dangerous territory again during the late 2020's after an earthquake caused severe damage to several parts of Manhattan Island, displacing thousands of residents and causing a housing crisis that eventually led to a brief but intense economic collapse in 2032, from which the city had only recently begun to recover.

Quickly entering her bedroom, Gwen closed the door and locked it before turning on her laptop. As she waited for it to power up, she began taking off her shoes and jacket before searching under her bed for her journal. She then began looking through her closet for some notebooks and drawing supplies.

Once her laptop was powered on, she entered her password and logged in. Gwen laid her journal and notebooks next to her laptop and started drawing. She soon realized that she had very poor fashion skills, not to mention very crude artistic skills as well. "Wow, I suck!" Gwen commented as she looked at her first few drawings of a costume.

"This... is going to take a lot longer than I thought," she said to herself in dismay, before she accessed the internet on her laptop and began looking up various tutorials on how to design clothes.

 **Begin Montage (Set to the track _Costume Montage - Web Practice_ from the 2002 Spider-Man Score)**

Gwen watches with intent as a video shows her how to draw a human figure.

Gwen begins drawing a basic human figure in her notebook.

Gwen looks up images of athletic body suits online.

George Stacy takes apart and cleans his service pistol before putting it back together and locking it in a drawer in his bedroom.

Gwen notices the time and heads to bed.

Tuesday, April 03, 2040

At school on Tuesday, Gwen secretly practices her drawings during her classes.

During gym class, Gwen allows her mind to wander and she begins outperforming the other students while jogging laps around the gymnasium. When she realizes what has happened, she begins to pretend that she's out of breath and collapses to her knees to sell the effect.

During lunch, Gwen sees Flash approach Peter and sit down next to him before awkwardly starting small talk. She mentally likens Flash's change in behavior to that of an ape learning how to use tools for the first time.

After the last class, Gwen sees Mary Jane and Glory in the hallway. She pauses briefly to speak with them before heading out the door to catch the bus.

Returning home, Gwen heads up to her room and resumes watching her instructional videos, taking notes and drawing human forms much more realistically. She begins drawing designs for her suit.

Gwen begins making small shapes with her webs, using them to create string figures between her hands.

As Gwen looks up the materials needed for her suit, she starts drawing more designs, including logos and masks.

Wednesday, April 04, 2040

After school lets out, Gwen swings around the city using alley ways and rooftops to avoid being seen.

Nora Osborne sits in an office at a police station, talking to a detective.

Gwen creeps into the back lot of a sporting goods store and sees boxes of discarded items being loaded into a truck, including athletic sports outfits. She smiles before using her webs to grab them for herself.

At home, Gwen begins watching videos online showing how to customize clothes. She begins following the steps shown in several videos as she starts working on her costume.

Using two different athletic body suits, she begins working on two costumes, eventually abandoning one that is black and white half-way through to finish the other one.

Thursday, April 05, 2040

As soon as Gwen gets home from school, she goes straight to her room to finish her suit.

George Stacy sits in his office at the police station, reading a report.

Gwen stands in front of her mirror wearing her first suit. It is blue and red with a face mask made using the lenses of sunglasses for the eye pieces.

Mary Jane and Glory Grant sit together in Glory's garage while looking over sheets for a new song they are working on.

Gwen stands in various poses while wearing the suit before testing out its flexibility by wall and ceiling-crawling.

At her home, Helen Osborne works on her homework while Anetta checks up on her.

After dropping down onto the floor, Gwen takes off the first suit after deciding that it looks awkward in various poses.

Gwen begins resuming her work on the other suit she had abandoned.

Friday, April 06, 2040

At school, Helen is morose, while Gwen and Peter sit with her at lunch and try to cheer her up.

As soon as Gwen returns home from school she heads to her room and locks the door. She immediately resumes working on her second suit.

At the Parker residence, Peter edits photographs on his computer, eventually looking at porn after checking to make sure his door is locked.

At the Osborne mansion, Nora Osborne enters the house and is greeted by Helen, who sits down on the couch with her mother.

Back at the Stacy residence, Gwen finally suits up in her second costume. It is black and white, with some pink sections and a webbing pattern. It has a hood with a removable mask underneath, and eye pieces made from sunglasses as well, but this time with more precision in their alignment.

Gwen tests the flexibility of the suit by leaping around her room and wall-crawling, before shooting a few webs to traverse them as tight-ropes across the room.

Standing in front of her mirror, Gwen stands in a proud pose. She is happy with her suit.

 **End Montage**

Walking up to the mirror, Gwen pulled off her mask and looked at herself. "Groovy," she said as she complimented herself on a job well done. "Tomorrow is when... when... uh... what the hell do I call myself?" Gwen asked herself.

"Wait! I've got it! Madam Arachnia. That sounds _sophisticated_ ," Gwen said with a smile, letting the words slip from her mouth. "Yeah. Tomorrow... is when _Madam Arachnia_ makes her debut!" Gwen announced proudly to herself.

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _**The Spectacular Spider-Woman**_ , Gwen begins her double life as Spider-Woman, catching criminals and saving lives while also getting the attention of a certain newspaper.

* * *

Author's Notes: And that was the fifth chapter!

Yes, this story focuses on relationship troubles and other teen drama. It is, after all, based on a protagonist who is a teenager.

Now, Gwen has started to become Spider-Woman, but she still hasn't taken the power and responsibility thing to heart yet. That's going to happen before the end of this arc, don't worry, but I want to build up to it a bit so that there's some actual weight to Gwen's decision to accept that code when that finally happens.

For the inspiration behind the hotel death scene, please view this link, without the quotes. Here " watch?v=wEz_l_k9scQ". Copy and paste the link in your url search bar, remove the quotation marks and enjoy one of the most simultaneously over-the-top, painful, and hilarious death scenes in cinema.

Also, for Nora's behavior, she still isn't fully aware of her Goblin side just yet. Her dialogue regarding Gary's death is basically a result of the Goblin side receding before she could finish getting dressed and leave the hotel, meaning that she had to rationalize what happened after seeing the broken window and Gary's body below. So, in her mind, the cause of Gary's death _was_ them being too rough, even though she can't actually remember seeing him fall out the window. In another chapter or two, she'll finally become fully aware of her Goblin side and I can recreate some of Willem Dafoe's mirror conversations from the 2002 movie! Seriously, I love those scenes. They're campy, but they're also fun and memorable!

Also, the first suit that Gwen makes is basically the Spider suit from _The Amazing Spider-Man_ (2012), only designed for a female body instead of a male one. While I've always felt that the suit looked a little awkward in the movie, I've never really disliked it either. Although the suit from the Raimi films is still my favorite.

Gwen's second and final suit is the suit that she's commonly associated with, as seen on the cover image that I found online and then modified with GIMP.

Now, again, Gwen's reasoning for becoming a vigilante is obviously somewhat selfish. She isn't quite Spider-Woman just yet. One thing about _The Amazing Spider-Man_ (2012) that I have mixed feelings on is Peter Parker's decision to become a masked vigilante out of revenge, which is... not very good for the character. He isn't Batman.

However, the moment when he puts himself in danger to save the life of a child trapped in a car that's about to explode is one of my favorite scenes in the movie, and I do appreciate how it shows Peter maturing into the role of a hero rather than just starting out as one right away. So... I kind of want to capture that feeling of Gwen maturing into the role of a hero rather than just being a do-gooder for selfless reasons immediately. Plus, in the original comics, apparently Peter was already Spider-Man _before_ Uncle Ben's death. It was just Ben's death that taught him the valuable lesson of power and responsibility.

Another thing I want to clarify is that while Gwen may wish to call herself Madam Arachnia, the name won't stick. She'll eventually accept the name of Spider-Woman.

*Guess the name of the song Gwen is listening to and what band performed it in your reviews.

As always, please be sure to let me know what you think of the chapter and/or story so far in your reviews!


	6. Spectacular Spider-Heroics

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

And so on we move into web-slinging crime-stoppin' time! This chapter will focus primarily on Gwen Stacy's first day of heroics as Spider-Woman. This chapter also introduces J. Jonah Jameson to the story. I recommend all readers to imagine the voice of J.K. Simmons when reading Jameson's dialogue. J.K. Simmons is the guy who portrayed Jameson in the Sam Raimi Spider-Man trilogy.

Also, the song Gwen was listening to in the previous chapter was _Dreams_ , by Van Halen.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, and _Spider-Man 2_ (2004) by Danny Elfman.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score: _Main Title_ , _City Montage_ , _Costume Montage - Web Practice_ , _Web Slinger_ , _Photographing Spider-Man_ , _New Powers_ , _Moondance_ , _Backyard Connection_ , _Specter Of The Goblin_.

Music From _Spider-Man 2_ (2004) - Complete Score: _Main Title_ , _Cops and Robbers_ , _Pizza Man/Book Troubles_ , _Angry Arms_.

 **Track Order Listing**

 **01**. _Spider-Man 1 Main Title_ (Web-swinging through Manhattan), **02**. _First Web_ (Parking garage), **03**. _Cops and Robbers_ (Armored car heist), **04**. _Web Slinger_ (Street-crossing children), **05**. _Moondance_ (Gwen returns home), **06**. _Specter Of The Goblin_ (Attack on military test site), **07**. _Backyard Connection_ (Sunday morning).

* * *

 **CHAPTER 006: Spectacular Spider-Heroics**

* * *

 **New York City, Saturday Morning, April 07, 2040**

As the sun rose into the sky, the people of New York City went about their daily morning routines. Cars filled up the streets, coffee shops handled early risers, and traffic cops dispensed tickets to vehicles that had remained parked several hours after the meters had expired. As the lanes of traffic moved along, a shadow soon moved overhead, nearing an intersection.

A handful of people on the sidewalk noticed the shadow as it moved over to the street, prompting them to look around for the source. The shadow was small and moving fast, but it was also changing size as it moved forward, while an excited yell could be heard from above as a figure in a black and white outfit moved through the air. Several people looked up as the figure moved fluidly through the air above them, causing them to widen their eyes in surprise.

" _ **YaaaHOOOOOOOOO!**_ " Gwen Stacy let out as she swung around the corner of a building using a web rope. Beneath her mask, a large grin covered her face, her eyes wide as adrenaline flowed through her body. Swinging closer to the side of the building, Gwen let go of the web and spun in the air before shooting out another line of web at a different building across the street and swinging herself through the air, practically flying dozens of feet above the traffic below her.

Letting her momentum carry her forward, Gwen reveled in the feeling of soaring through the air as she angled her body before shooting out another web higher on the building before bringing her feet up to land on the side next to a window. Gwen looked down at the traffic in the street below her, before seeing various New Yorkers gawking at her from below, pointing fingers up at her and talking amongst themselves. She smirked under her mask and began standing up (sideways) on the wall of the building before she started running toward the corner.

Grinning under the mask, Gwen leapt off of the building and outstretched her arms to shoot two ropes of web at the side of the next building. Crying out in excitement, Gwen used the web ropes to swing herself up towards the roof of the building before jumping up to catch the ledge of the roof while maneuvering herself upside down while having only one hand on the ledge, effectively performing a one-handed hand-stand. She then held herself up in the air with one finger, smiling at her success before flipping herself over to land on her feet.

"Yes! _YES!_ _**YEEESSS!**_ " Gwen exclaimed joyously as she held a fist in the air. She began running again, not once feeling any fatigue from the exercise. "This is awesome!" Gwen shouted as she leapt up to the ledge of the building and jumped off the roof before shooting out another web rope and pulling herself to swing out around the corner to fly over traffic again. She smirked before holding out her left arm to shoot another web rope, letting go of the previous one and swinging herself above the street.

As she neared the side of the next building, she spun herself in the air and held out her right arm to shoot a web rope at a building across the street from her diagonally. Almost without losing momentum, Gwen changed direction and swung herself over the cars and trucks on the street, letting herself get carried through the air by her webs. As she neared the face of the building, she spun herself again and shot another web rope at a building on the other side of the street again, repeating the process several times as she made her way toward a very famous landmark.

In the buildings she swung past, numerous office workers looked out their windows to watch the mysterious web-slinger dancing through the air. Some of them began making bets with each other on if the person was a mutant or just a thrill-seeker with advanced new-age equipment. Down below, police officers radioed in at the sight of the masked figure swinging from building to building, while bystanders watched the figure in awe.

"Is that a mutant?" one lady asked as she stepped out of a coffee shop.

"What's that stuff they're shootin' outta' their hands?" another person standing at a street corner asked rhetorically.

"Who is that?" various other people asked rhetorically amongst themselves as the mysterious black & white figure moved through the city above them like a gymnast.

"I think that's a woman!" one guy said as he noticed the faint outline of Gwen's breasts pushing her suit's chest area outward slightly.

"Yeah," another guy said while nodding his head in agreement.

"Where's she goin'?" another person asked curiously.

All of these questions went unanswered by Gwen as she swung through the city, using her webs to sling herself through the air as she twisted and weaved around the corners of different buildings. She had never felt such exhilaration before in her life. The rush that she felt with each upward motion as she let go of one web rope to produce another was almost like a drug to her. She could see and hear everything around her. In fact, the closer she was to the ground, the more overwhelming everything felt.

Gwen quickly angled herself so that her next swing took her higher into the air before she performed a somersault in the air. She then quickly shot out another web rope as she saw her target around the corner. Grinning, Gwen swung herself to the right, shifting her momentum to carry her through the air like a side-ways pendulum before letting go of her rope to fly forward, hurtling herself straight at the One World Trade Center.

With the grace of a cat, Gwen managed to land herself on the face of the building, using her feet and hands to hold steady as she impacted the surface. Gwen took a minute to study her reflection in the glass of the building. The people inside the room looked at her, startled by her appearance before she began crawling up toward the top of the building. As she neared the final floor, Gwen shot out a rope at the tip, pulling herself up through the air and leaping like a cat before pouncing on the spire to hang on it, her equilibrium automatically adjusting itself to keep her steady before she re-oriented herself so that she was right-side up and her left arm was free while her other limbs maintained contact with the structure.

Gwen looked around at the city, taking in the sight of it all with an awe-filled expression under her mask. _This... this is incredible_ , Gwen thought to herself in amazement. _I feel like I'm on top of the world_.

* * *

 **Inside The Daily Bugle, New York City...**

Sitting at his desk, John Jonah Jameson sighed in frustration as he looked at his computer screen. "Look, you're the IT guys! We don't pay you to _not_ fix the website when it stops working! This is why we contracted you!" Jameson snarled into his desk phone. The computer technician on the other end said something and Jameson rolled his eyes in response.

"Well, if _I_ can't access the any parts of the website on my own personal computer at home _or_ my work computer in my office, then how the hell can I expect _any_ of the Daily Bugle's online subscribers and first-time readers to access it!? Even the stuff that isn't reserved solely for subscribers won't show up. So, if the guy in charge of the company can't get a simple news article on his own company's website to load, then the people who subscribe to us sure as hell can't either!" Jameson snarled into the phone. The IT guy on the other end said something that caused Jameson to sigh.

"Fine, just... make sure it happens before tonight. Our online subscribers are supposed to be able to access the newest articles by three a.m. Sunday morning," Jameson said sternly. " _We'll have it done by eight tonight_ ," the IT guy replied. "Good. I expect the website to load its stuff properly tomorrow morning. If not... I'm gonna get someone new," Jameson said before hanging up the phone.

Putting his head in his hands, Jameson let out a frustrated groan. "Why didn't I just hire my own IT staff internally?" he asked himself. He backed his chair away from the desk and walked over to his door to peek out at his various employees. He saw Emily Carter, a young woman he had hired in October of the previous year, hooking up a new printer to the network server.

 _Yes... she has a degree in computer technology, doesn't she? Or, wait... is she just an intern who's still studying to get a degree for computer technology? Either way, she knows computers, right?_ Jameson then grinned as a plan formed in his head. _Tomorrow, if the contracted guys can't do their job... Miss Carter is getting a promotion... and a slight pay raise, I guess_ , Jameson thought to himself as he turned around.

As he got closer to his desk, he saw a black and white figure swing through the air outside the window of his office. Blinking in surprise, Jameson rushed over to window and opened it before looking out to see the costumed person swinging from some kind of rope before letting go and shooting another one out of their right hand, letting the rope stick itself to the side of a nearby building as they let out a yell of excitement. Jameson blinked in surprise again.

" _Holy crap_ ," Jameson muttered to himself.

* * *

 **Somewhere Else In New York City, A Very Short Time Later...**

Swinging through the city, Gwen soon noticed a young child standing by a tree on the sidewalk near an apartment complex. In the tree was what appeared to be a cat. _Aww, poor kid's got his pet stuck in a tree_ , Gwen thought to herself. _Although, it isn't really a crime, buuuuut... eh, why the hell not?_

Gwen soon let go of her web rope and flung herself down onto the sidewalk near the child. The child was a young Hispanic boy with short black hair. As Gwen approached the tree, the kid looked at her in surprise. "Hey, little guy! I noticed that your cat is stuck in the tree. Do you need some help getting it down?" Gwen asked the boy.

"Yeah! Are you a superhero!?" the boy asked her excitedly in response.

"I sure am!" Gwen replied enthusiastically. _I've got superpowers and a cool costume. I might as well be_ , she thought to herself.

"Cool! What's your name?" the boy asked her curiously.

"My name? My name is... _Madam Arachnia_ ," Gwen said proudly. The boy looked at her strangely, tilting his head and blinking at her in confusion. "Madam... _Arachnia!_ " Gwen repeated proudly, raising a hand to point a finger into the air.

"Do you have superpowers?" the boy asked her.

"Sure do! Watch this!" Gwen said as she held out her hand and aimed it at the cat, spraying a rope of web at the feline. The animal let out a noise of surprise as Gwen proceeded to bring it out of the tree and into her arms as she pulled back the web. "See that? I can shoot webbing, jump really far, and even walk on vertical surfaces, just like a spider!" Gwen explained as she held up the cat to inspect its collar and name tag.

Only... there were no collar or name tag to be found. _Hmm, maybe they're back in the apartment_ , Gwen rationalized to herself. She then carefully pried the webbing off of the cat and held it out to the young boy, who grinned excitedly at the feline.

"Thanks, Spider-Lady!" the boy said.

"You're welcome... and it's _Madam Arachnia_ ," Gwen said, correcting the child, who was no longer listening to her as he prepared to take the frightened cat into his arms. Just then, however, a Hispanic woman in her mid-twenties with shoulder-length black hair strode over to the boy with a stern frown on her face.

" _ **Juan!**_ What have I told you about chasing stray cats and then tricking strangers into catching them for you!? _Huh!?_ " Juan's mother shouted angrily at the boy as she grabbed him and pulled him away from the cat.

"What? Wait a minute... this isn't your cat?" Gwen asked the angry mother. The woman looked at her, apparently ignoring the costume, and shook her head.

"No way! Our apartment doesn't allow pets bigger than gerbils, and Juan here isn't responsible enough to have one anyway," the woman replied as she glared at her son, still completely nonplussed about Gwen's costume.

Gwen looked at the boy, and then the cat in her arms, and then the mother. Then she looked back at the cat, and then the boy, and then the cat again, before finally looking back at the mother. "Does this happen a lot?" Gwen asked Juan's mother.

"Oh, you would not _believe_ the number of times I have had to reprimand this little bastard. You could even ask our gerbil. Oh wait, you _can't_ , because the gerbil is _dead!_ " the mother said angrily before she glared down at Juan. "¿Y por qué está muerto el jerbo? ¡Porque alguien rompió su promesa de cuidar el jerbo después de rogarle a mamá por eso!" she ranted in Spanish at her son.

As the little boy and his mother began arguing with each other, Gwen looked at the cat and set it down on the sidewalk. The small feline immediately darted away from the humans and disappeared into a nearby alley. Gwen sighed in disappointment and turned around before shooting a web at a building across the street, quickly swinging herself away from the commotion.

 _Well, THAT was a waste of time_ , Gwen thought to herself as she glided through the narrow passage of an alley before shooting out another web to swing towards a large multi-level parking garage. As she passed over the street, she saw someone prying open the window of a bright red sports car that was parked inside the garage. As she landed on the outer wall of the garage, another man approached the car with groceries in his hands.

"Hey!? What are you doing to my car!?" the grocery shopper asked in bewilderment. The carjacker dropped the prying tool and pulled out a small handgun, aiming it at the car's owner, who quickly held his hands in the air. Gwen frowned under her mask and quickly leapt into action. She leaped up to the ceiling of the garage before crawling over to situated herself just above the carjacker. She then held out her right arm and shot out a web at the gun, encasing the barrel and most of the frame in webbing.

"What the fuck!?" the carjacker exclaimed in shock, just as Gwen yanked the gun from his hands with her web. She then stuck the webbed gun to the ceiling of the garage and shot out another web at the carjacker's legs. She then pulled and hoisted him into the air before grabbing him by his jacket and turning him to face her.

"Jesus Christ!" the man exclaimed.

"Guess again," Gwen quipped with a snicker. She then held him to the ceiling before shooting more webbing over him. Eventually, she jumped down to the floor and looked up to shoot a few more webs at the carjacker, holding him in place on the ceiling. She then turned to face the car owner.

The car owner, a black man in his early 30's with a jogging suit and short-cropped hair dyed blonde (it was apparently back in style for the time being), looked at her in shock. "H-Here. T-Take the keys," he said nervously as he reached for said car keys.

Gwen looked at him in bewilderment. "What? No, you've got it all wrong, buddy! I'm not here for the car! I'm here to help! I'm a crime fighter!" Gwen protested. "Oh, by the way? The name is Madam Arachnia," she added hastily before she turned around and ran over to the edge of the cement safety rail, climbing up before diving over it. The car owner rushed over to peer down the side, just in time to see the costumed vigilante shooting a web out of her left hand at a nearby building and swinging away.

"What the hell just happened?" the man asked rhetorically.

Meanwhile, Gwen was already swinging herself through the city streets as she passed through multiple intersections full of vehicles. She eventually made her way near Central Park, where numerous families were spending time outside while various vehicles passed by the park itself. One of those vehicles was an ice cream truck, with a speaker that was switching between various languages as it slowly drove by the sidewalk near Central Park.

" _ **Ti piace il gelato. Ti piace il gelato. Lo ami. Non puoi resistere al gelato. Resistere è senza speranza! La tua esistenza non ha senso senza il gelato!**_ " the speakers announced before switching to another language.

" _ **Te gusta el helado. Te gusta el helado. Lo amas. No puedes resistir el helado. Resistir es inútil! Tu existencia no tiene sentido sin el helado!**_ "

"Wait, say _what!?_ " Gwen asked in shock as she swung by the park and listened to the truck's speakers. "That... that can't be right. Who would program an ice cream truck to say something so _ominous?_ " she asked herself. "I must have misheard it," she then told herself.

" _ **Ou renmen krèm glase. Ou renmen krèm glase. Ou renmen li. Ou pa ka reziste krèm glase. Pou reziste se san espwa! Egzistans ou se san sans san krèm glase!**_ " the speakers continued in yet another language, before switching yet again.

" _ **Tu aime la glace. Tu aime la glace. Tu aimes ça. Vous ne pouvez pas résister à la crème glacée. Résister est sans espoir! Votre existence n'a pas de sens sans crème glacée!**_ "

" _ **You like ice cream. You like ice cream. You love it. You cannot resist ice cream. To resist is HOPELESS! Your existence is MEANINGLESS without ice cream!**_ " the speakers now announced in English.

Gwen stared at the slow-moving vehicle in bewilderment. "Holy obvious ominous overtones. Then again, I don't exactly _disagree_ with the sentiment. Still, I should really get going," she muttered before web-slinging away, shooting a rope of web at the side of a nearby building to pull herself forward before changing direction and shooting another rope at a different building.

* * *

 **Later In The Afternoon, Near 75 Broad Street...**

Swinging between the buildings of Manhattan Island, Gwen soon heard the tell-tale sounds of police sirens. Determining the source of the sirens, Gwen swung her way towards 75 Broad Street. As soon as she swung around the corner, she saw five men with face masks jacking an armored transport for the nearby bank. Three of the men were aiming shotguns at nearby police escort cars for the armored truck, while the drivers of the vehicle lay on the ground.

Grinning underneath her mask, Gwen shot a web towards the top of the car and pulled herself forward, somersaulting in the air before landing on the top of the vehicle while the robbers kept shouting at the police to stay back. _Okay, five guys to deal with. Three have shotguns, and the other two probably have guns as well_ , Gwen thought to herself as she quickly scanned the area below her.

She then saw one of the robbers pulling the keys to the vehicle off of the driver on the ground, clearly intent on driving the vehicle away before ditching it later. _Grab the keys first, then take away the guns_ , Gwen planned in her head. Quickly acting on her plan, Gwen shot a web at the robber with the keys, grabbing them out of his hand and pulling them up into her own.

"Ah-ah-ah! I didn't hear you say ' _please_ ' before taking those!" Gwen taunted him. She then shot a web at him and pulled him up to the roof of the van before punching him in the gut to knock him out.

"Shit! We got company!" one of the other robbers shouted, grabbing Gwen's attention. She quickly shot a glob of webbing at his face, covering his mask. As the robber struggled to get the webbing off of his mask, Gwen felt her spider sense tingle as the other robbers turned to aim their shotguns at her. Without looking back, Gwen did a long back-flip off the top of the armored van and landed between the robbers and the police escort cars, just as the robbers opened fire.

As soon as she felt her feet touch the ground, Gwen shot two ropes of webbing at the nearest robber's legs. She then tugged the rope back and pulled his legs out from under him, causing him to fall to the ground with a yell of surprise. As the fourth robber turned to face her, she shot a glob of web at his gun, covering the barrel.

She then quickly used her other hand to send a short rope of web at the frame of the gun before yanking the weapon from his hands. Before the weapon even hit the ground, Gwen was already darting forward to jump in the air and kick him in the face. The man fell back to the ground with a cry and brought a hand up to his mask-covered face to feel his broken nose.

"Fucking mutie!" the fifth robber shouted as he aimed his shotgun at Gwen. She quickly shot a glob of webbing at his gun and covered the barrel, giving herself a few seconds to launch herself into the air, twisting her body so that was facing his back when she landed. She then lunged forward and kicked his legs out from beneath him. As the robber hit the ground, he let out a groan of pain as he looked up to see the costumed vigilante standing over him.

Gwen smirked underneath her mask before she shot out a few globs of webbing at his arms, immobilizing the man. Looking at the other robbers, Gwen quickly performed the same actions to ensure they wouldn't be able to cause any more trouble. She then grabbed the keys to the armored van and walked over to the police who had been watching in confusion nearby.

"Here ya go," Gwen said as she held the keys out to the nearest officer. The man looked at her in bewilderment before he slowly glanced over at the immobilized robbers. He then looked back at Gwen curiously. "Well? Take 'em," Gwen said as she dangled the keys in front of him.

"F-Freeze!" another officer nearby shouted at her, his gun already aimed at her. Gwen turned her head to look at him, her mask hiding the expression of disbelief on her face. "I said freeze!" the cop reiterated forcefully.

"Say _what now!?_ " Gwen asked him incredulously. "I just helped you and _this_ is the thanks I get?" Gwen asked in indignation. She then sighed before using her free hand to shoot a web out at the officer's gun, grabbing it from his hands and letting it fly through the air to land on the ground behind her. "The proper words are ' _Thank You_ '," Gwen said to the stunned officer.

"By the way, my name is Madam Arachnia, and you're quite welcome... _dickhead_ ," Gwen said before she dropped the keys on the ground and leaped into the air and over on to the side of a nearby building. She then used her webs to begin swinging away, disappearing from the officers' sight as she rounded a corner.

 _Unbelievable_ , Gwen thought to herself bitterly as she swung her body around a building before shooting another web to swing from as she soared above the traffic below. _Well, I'm sure the rest of New York will be less hostile_ , she told herself. _I mean, I'm stopping crimes, right? They'll realize I'm not the bad guy soon enough_.

 **A Few Hours Later...**

Landing on a rooftop, Gwen sighed and stepped down from the ridge to sit on the roof, resting her back against the ledge. "Damn... this isn't _quite_ what I thought it would be like," Gwen muttered to herself in disappointment. "Still... swinging around the city _is_ pretty fun," she added as an afterthought.

Taking off her mask, Gwen looked up at the clouds in the sky above her. "I wonder what Helen and the others are doing right now?" she asked herself. "Wait... did we have band practice scheduled today?" Gwen asked herself before she reached down to her one pocket, which had a zipper on it, and retrieved her cell phone. Quickly looking at her calendar, she sighed in relief as she realized that the next practice wasn't until Monday after school.

Quickly pocketing her phone, Gwen stood up and stretched before putting her mask back on and tugging her ponytail down. "Yeah... I'm gonna need to get my hair cut soon," Gwen said to herself as she tried to turn her head. She took her mask off and then slowly put it back on while carefully adjusting her ponytail. When she turned her head again, she smiled at the lack of pullback from hair being stuck.

"Yep. Definitely soon. Preferably this week," she said to herself as she turned around and leaned over the ledge of the building. Peering down at the streets below, Gwen soon noticed two small children racing each other on the sidewalk by an intersection, with their mother rushing to catch up with them.

However, as the children got closer to the sidewalk, the lights began changing color, and while the traffic in front of the kids had stopped moving, the traffic _perpendicular_ to that street had begun moving, and there was a large truck barreling ahead with a turn signal. "Shit," Gwen muttered as she swung herself over the ledge and let gravity pull her down. She quickly shot out a rope of web at a light pole nearby and angled herself before shooting another web at a building nearby. "Come on! Come on!" Gwen repeated to herself as the large truck at the intersection began turning while the two children neared the middle of the road.

The truck had already picked up speed behind the other cars and was almost on top of the children. Their mother screamed at the top of her lungs for the truck to stop as she saw it approaching them, just as a black an white figure swooped down and picked up her children before carrying them into the air, the truck missing them by mere seconds. The mother and other pedestrians watched as the costumed figure swung themselves through the air on some kind of rope before landing on the sidewalk next to the traffic light control box.

The two children stood completely still as the costumed female who had rescued them from certain death stepped away from them. "Listen kids, always stop and look both ways before crossing the street," she said sternly to them. The two kids both silently nodded their heads in response before the masked woman aimed her arm out at a nearby building.

"Who are you?" the children's mother asked her.

Quickly glancing over her shoulder, Gwen smirked under her mask. "I'm Madam Arachnia," Gwen replied before shooting out another rope of web at a nearby building and jumping into the air. She quickly began swinging from her webs through the city again as she spun herself in the air before shooting out another web to swing from. " _Yahoo!_ " Gwen shouted enthusiastically as she continued her web-swinging.

* * *

 **Meanwhile, In The Osborne Mansion...**

Sitting at her home office desk, Nora looked at the information on her computer. "So... that's where Carradine's letting Stark show off the new stuff," she muttered to herself. Having installed some packet-sniffing software that she had "borrowed" from the Oscorp security offices, Nora had set up her home network to use a series of proxy servers, including a pre-paid disposable phone to use as a decoy hotspot, in order to access otherwise secure information from the Oscorp network servers and all network traffic derived from communications between military liaisons and her own staff.

One such series of e-mails and private messages she had found revolved around Old Man Balkan expressing a desire for General Carradine to reconsider his repossession of the super soldier serum and the rejection of the military glider. The message was over a week old, and it wasn't the original message itself, but a quick-save copy that had been stored on the company's backup server without any extra encryption. Balkan must have assumed that the private messages were not saved and thus deleted after a few days, unlike official company-wide messages which were always marked with specific network traffic tags so that the servers would save them automatically.

Granted, the original messages had indeed been deleted, but copies of them had still been saved and stored on the backup server along with everything else in the event of something happening to the main server. It was a contingency protocol that the IT department had insisted upon. And for Nora, she was quite happy that the company had complied with their computer technicians' demands.

The next set of messages she looked at were also between Balkan and Carradine, but they included the time, date, and location of the test for the new Stark Industries power armor prototype that Carradine had chosen over the Oscorp Glider. Carradine had apparently invited Balkan to join him at the test site, but to Nora's surprise, Balkan had declined, citing his loyalty to his own company. Not to Nora, of course, just the company itself. Balkan had made plenty of comments disparaging Nora and her leadership abilities throughout the message, but his loyalty to Oscorp itself remained steadfast.

Still, the messages contained the information that Nora wanted, and she soon felt a strange feeling in her head and body as the room began to spin around her, along with a faint cackling voice emanating from parts unknown.

* * *

 **The Stacy Residence, Later That Evening...**

After entering her bedroom window, Gwen began undressing before putting on some casual clothes, quickly hiding her costume in a box before slipping it under her bed. Standing up, she walked over to her laptop and booted it up before heading to the bathroom. After relieving herself and cleaning up, Gwen returned to her room and sat down in front of her laptop before logging in and surfing the internet.

"Let's see what people are saying about Madam Arachnia," Gwen said as she reached for her phone. She then remembered that she had left it in her costume and groaned in frustration as she knelt down on the floor and retrieved the box holding said costume. Carefully digging her phone out of the suit, she closed the box and slid it under the bed again before checking her text messages.

There were a few messages from Peter and Helen, one from her father, three from Mary Jane, two from Glory, and one from Miles Morales. "Wait... when did I give him my phone number? I thought I was only an emergency contact on the fridge. Oh shit!" Gwen swore as she checked Miles' text message.

 _Please tell me nothing bad happened to the kid! Please, please... uh... oh_ , Gwen thought as she saw the text message from the boy asking if she had seen the masked person swinging through the air in New York. _Of course he would contact me about that. Superheroes are a big deal to kids his age_ , Gwen thought to herself. _I mean, when I was his age, I wanted to be Wonder Woman_ , she added mentally. Smiling, Gwen began texting back to the boy.

' _I sure did!_ '

Gwen hit the SEND button and then checked her other text messages. The first one from Mary Jane detailed the next practice schedule for the following two weeks, while the second one was a message that had very clearly been meant for Glory Grant but had been sent to Gwen by mistake. Gwen figured this out because of the very private image attached to the message and the very intimate words that comprised said message.

"Um... _wow_ ," Gwen said as she viewed picture that MJ had taken of herself with wide eyes. "Wait... is _that_ why we aren't having practice today or tomorrow? Because MJ wants to spend the weekend with Glory in her bedroom?" Gwen asked rhetorically as her surprise wore off.

"Well... it means I have more time for web-swinging, so whatever," she then said with a shrug of her shoulders. Gwen quickly closed the message before checking the third text from MJ, which was a question regarding the due date of their social studies teacher's most recent assignment. "Aw, shit!" Gwen swore as she realized that she hadn't finished the assignment herself yet. She quickly shot a short web at her backpack and pulled it over to her before she began digging through it to grab her school materials.

"Dammit," Gwen muttered as she began working on her assignment. For the next hour, Gwen did her homework with a narrow-minded focus. When she was finally done, she sighed in relief, before she realized that she still had homework for other classes to work on. "Shiiiiiiiiit!" Gwen swore in frustration before she started working on those as well.

* * *

 **Meanwhile, A "Secret" Military Testing Site, At An Undisclosed Location...**

As a series of jet black vans pulled up alongside the fenced wall of the testing area, General Carradine stepped out of his van and walked over to the entrance where a Stark Industries employee was waiting for him. Reaching out to shake hands with the man, Carradine smiled before pulling away. "So, I take it that Tony Stark is waiting inside the viewing bunker?" Carradine asked the younger man.

"Uh, no sir. Mister Stark wasn't able to make it tonight. He had a prior engagement that he needed to take care of. Mister Stane was also unable to attend as well," the Stark employee said apologetically. "They both send their apologies for not being here, however, and they look forward to reading your review of the demonstration later on."

Carradine sighed and shook his head in disappointment before walking past the Stark employee and entering the testing area. "Well, I guess it can't be helped," Carradine said. "So, let's get this show on the road," he added as he gestured for the Stark employee to follow him over to the viewing bunker.

As Carradine made his way down a series of steps into the bunker, he looked out the viewing window at the outdoor test area where the Stark Industries power armor prototype was standing by. It was a bit large, and it had a roughly humanoid shape, but it was also very bulky in terms of proportions. There was a small gun mounted on the left shoulder, and a metal backpack that appeared to be housing for ammunition. "It looks... kind of unwieldy," Carradine commented. "Are you sure this thing is combat-capable?" he added curiously.

"Yes sir," the Stark employees all responded with eager faces and nods of their heads. Carradine looked back out at the bulky power armor, feeling a slight tinge of regret for not choosing to keep Oscorp's much more agile glider system. Glancing around at the Stark employees and the other military personnel in the bunker who were all him all looking at him with anticipation, Carradine sighed as he realized it was far too late to go back now.

"If you say so. Let's start with some target practice," Carradine said as he grabbed some goggles and slid them in place. Out on the field, a series of large targets rose out of the ground as the military personnel in the bunker hit a series of switches to activate them.

Inside the Stark Power Armor, the pilot of the machine saw an alert on the radar tracker in the lower left corner of his screen. Something was moving in on him and the testing range. It was moving fast, and it had no Friend or Foe tag for identification.

" _Guys, I have an unknown contact on my radar_ ," the pilot said worriedly over the radio. Carradine looked at the Stark employees curiously. "This thing has a built-in radar system? Neat," Carradine noted, just before he saw something shiny and green in the sky.

"What the hell is _that?_ " he asked as the object moved closer to the testing site. The green object soon came into focus as... a very familiar glider, with an equally-familiar green military-esque armor being worn by its operator, although the helmet was new. A loud and almost demonic laugh could be heard emanating from the goblin-like helmet being worn by the glider's operator.

" _ **BON VOYAGE, STARK! HAAA-HA-HAAAAAAAAA!**_ " the Goblin cackled before firing a series of high-powered energy bolts from the twin cannons on the glider. The pilot of the Stark power armor screamed in terror just as the green-tinted super-heated energy bolts hit him and destroyed the armor with him in it. " _Oh my gyaaaaaaaaaaaaaaarrrgh!_ "

Carradine's eyes widened at the sight, before he saw the green figure change direction and aim their glider at the viewing bunker. " _ **Bye-bye, Carradine! So much for that new contract!**_ " the Goblin shouted at him. Carradine gasped in recognition on the voice and their words.

" _Oh my god! Osborne!?_ " he gasped just before the Goblin opened fire with her glider's twin cannons, destroying the bunker and killing everyone inside in a series of bright luminous flowers comprised of red and orange flame. She then retrieved two small grenades from the utility belt around her waist. The grenades were spherical in shape, bright orange in color, and had green buttons on the top, making them resemble small pumpkins at a glance. Arming both pumpkin grenades, the Goblin tossed them at the remaining sections of the bunker, each one sent far apart from the other to ensure maximum coverage and destruction.

Fire raged all around as debris flew through the air. One piece of jagged metal came flying towards the Goblin, prompting her to duck as it sailed over her. Smoke billowed up into the air and the orange glow of the flames illuminated the Goblin's green armor so that the orange tinted eye covers on her helmet almost seemed to glow ominously in evil appreciation of the destruction she had just caused and the lives she had ended.

Looking around at the rest of the testing site, the Goblin began firing her glider's weaponry at everything in sight, including all visible security systems. In a matter of minutes, the testing site was reduced to smoldering rubble and ash, with smoke rising from the flames surrounding the green-armored person in the center. Smiling under the helmet at her handy work, the Goblin nodded her head in satisfaction before lifting herself higher into the air on her glider and disappearing into the night, leaving only smoke and flames in her wake.

* * *

 **The Stacy Residence, Sunday Morning, April 08, 2040**

After eating breakfast with her father, Gwen Stacy quickly made her way back up to her bedroom, closing the door and booting up her laptop. She glanced over at the homework she had finished the previous night before returning her attention to the laptop. After logging in, she quickly accessed the internet to begin looking for stories about her escapades on Saturday.

Seeing multiple references to a 'spider-girl' and 'spider-woman' on several social media sites and even a few video-sharing websites, Gwen decided to see what the news outlets had covered. The first video she viewed was a morning talk-show called _Morning In New York_.

Gwen waited for a minute as the hosts greeted their audience before moving on to cover the previous day's events. " _Which brings us to yesterday's most interesting topic of conversation: the mysterious Spider-Woman_ ," the host said. Gwen blinked curiously in response. _Um, Spider-Woman?_

" _Hundreds of people around the city reported seeing, and in some cases, even talking to, this mysterious costumed vigilante._ " Gwen smiled in appreciation at hearing those words. " _While no official name has been given to this person, most of New York's citizens have begun calling her Spider-Woman due to her seemingly spider-like abilities_ ," the female host said, causing Gwen to frown.

"Um... _what?_ " Gwen asked sharply in disbelief. "N-No. The name is _Madam Arachnia_. I even _told_ everyone I encountered that was my name! How in the... what the hell!?" Gwen asked incredulously. "Well, maybe these people are just idiots," Gwen muttered before exiting the video and moving on to view more videos. She soon found various videos that had been uploaded from people's phones showing interviews or even just self-made videos from people she had encountered throughout the day.

" _I mean, I was walking on the sidewalk when she came down to the street on this, like, web or something, you know? Like a spider's web, but it came out of her arm or her wrist,_ " a construction worker said as he was interviewed by a new reporter in the evening.

" _She just saved my children from being run over!_ " the mother from the previous day said as she talked to a traffic cop while being filmed on someone's phone. Gwen could be seen in the distance.

" _Did you see that, man!? Look, there she is! See, I told you!_ " one guy on his phone said to a friend as he pointed to Gwen swinging between buildings in the distance.

" _She saved me from being carjacked. At first, I thought she was gonna steal the car too, but she just jumped out of the garage and started swinging around on this weird rope that came out of her arms_ ," the owner of the red car said as he filmed himself on his phone while standing in his apartment.

" _I think she's some kinda' mutant,_ " the construction worker continued.

" _She caught these two guys trying to rob my store with this giant web, and then she grabbed the stuff they took and gave it back to me! Didn't take anything for herself either!_ " a bodega owner said as he was interviewed by a news crew.

" _I looked up and I saw this person swinging over the traffic on these weird ropes like some kind of costumed gymnast_ ," a man in a business suit said as someone interviewed him on their phone.

" _I had my headphones on, so I didn't notice that the lights had changed, but the spider woman swooped down and pulled me out of the way of this car that was like 'this close' to hitting me_ ," a man in his twenties said as someone interviewed him.

" _I saw her take on, like, five guys robbing a bank! They were all armed with these shotguns, and she took 'em out in less than two minutes!_ " a bearded man said ecstatically as he filmed himself on his phone.

She soon discovered, much to her dismay, that _nobody_ was calling her Madam Arachnia. Every single news outlet and person who had uploaded a video had given her the name of _Spider-Woman_. "You've _got_ to be _kidding_ ," Gwen muttered in contempt. "This is such _bullshit!_ " she shouted in frustration.

" _Gwen, are you okay? What's wrong?_ " George Stacy asked as he knocked on the door to her room, having overheard her shouts while making his way to the bathroom.

"Nothing, Dad! Just some homework I forgot about!" Gwen lied.

" _Okay. Just make sure you get it done_ ," George said before he began walking away from the door. Gwen listened to his footsteps as they moved away from the bedroom before hearing the bathroom door closing shut.

"I gotta get this room sound-proofed," Gwen said to herself in embarrassment.

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of **_The Spectacular Spider-Woman_** , Gwen makes her first big mistake as a crime-fighter and learns that not doing anything at all can be just as bad as doing something wrong.

* * *

Author's Notes: And that was Chapter 006! And yes, the description of Gwen seeing her reflection after landing on the One World Trade Center _is_ a reference to a similar sequence in _The Amazing Spider-Man_ (2012). Like I said, I may have mixed feelings about the movie, but there ARE things in it that I like.

Writing this chapter was both easy and difficult, because while the opening part with Gwen swinging her way to the One World Trade Center was something I could easily visualize (especially while listening to music), I unfortunately came down with a cold before I could start on her first real heroic action, which made focusing a nightmare. In fact, I was pretty sick for most of the week from Monday, February 18th to Saturday, February 23rd, which meant a lot of what I had wanted to write ended up not being done when I intended.

Also, I want to state that DC comics exists in this story's universe. That is, the company itself, and Superman, Batman, and Wonder Woman all exist as fictional comic book characters in-universe. This means that the Christopher Nolan Dark Knight trilogy exists in this universe, and the Tim Burton Batman movies, the Richard Donner Superman movie, the non-Richard Donner sequels, the 1960's Batman TV series, the... Joel Schumacher Batman movies, that mediocre Green Lantern movie with Ryan Reynolds, and the Wonder Woman and Aquaman movies that have been released in the past few years, along with pretty much all of the DC animated shows and movies that are getting pumped out every year.

So, when I have characters make reference to various superhero tropes, they're referring to DC superheroes.

Also existing in MU 2501 are comic books featuring Captain America, because while he was a real person in-universe, the US government decided to let a certain comic book company print propaganda stories about Steve Rodgers fighting the Nazis in order to boost morale both abroad and at home. The existence of Hydra was kept mostly secret from the company producing the Captain America comics for the government, with information about it only being made available following the end of the war. Captain America comics are still produced as recently as 2040 in the MU 2501, although updated to feature Cap fighting modern enemies like terrorists and whatnot. Steve Rodgers is still alive but frozen in ice somewhere at this point in time within the MU 2501.

He _will_ show up somewhere down the road, just not during the first five or six planned story arcs.

Also, Marvel comics does exist in the MU 2501, but with a very different roster of characters, with only Captain America, Blade, Howard The Duck, Ghost Rider, The Punisher, and Man Thing remaining intact (with a few of their comic runs being radically different) while pretty much all of the other members of the roster are either completely made up with vague details so that I can gloss over them whenever I feel like it or feature characters from Disney movies and TV shows (as Disney owns Marvel in the MU 2501 as well). Also, at this point, Captain America has been represented in comics for so long that a lot of the younger generations of people living in the MU 2501 actually believe he was simply made up for the comics or that his abilities were grossly exaggerated by the US government as propaganda.

Also, yes, he did fight Red Skull during WWII. The origin of the MU 2501 Captain America is, for all intents and purposes, almost identical to the events seen in _Captain America: The First Avenger_ (2011), with a few small changes, such as the Stark who made Cap's shield being _Jonathan Stark_ , father of Howard and Grandfather of Tony. Oh, and the waking up in the hospital after being found and thawed doesn't happen for another few years in the MU 2501.

By the way, did anyone reading this know that Stan Lee actually did a brief stint for DC and wrote reimagined versions of their classic characters, including Batman, Superman, Green Lantern, The Flash, and Wonder Woman? He did, seriously! Yes, Stan Lee wrote a story featuring _Batman_. Want proof? Go on YouTube and look up Linkara's reviews of the _Just Imagine_ comic line from DC.

Now I understand how that Stan Lee cameo in _Teen Titans GO! To The Movies_ (2018) is able to work.

Also, the sequence with the ice cream truck was inspired by a scene from the first episode of _Invader Zim_ , one of my all-time favorite TV shows.

Now... who is going to get seriously hurt or killed in the next chapter when Gwen fucks up and decides ' _Eh, that robbery's not my problem_ '?

As always, please be sure to let me know what you guys think of the chapter and/or story so far in your reviews! They're always appreciated, no matter how critical!


	7. Power & Responsibility

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

Here it is! The chapter you've all been waiting for! Gwen Stacy finally gets her ears pierced! Wait, no! I mean, she learns the hard way about responsibility!

Also, this chapter introduces Eddie Brock. Please be aware that the Eddie Brock of this story is not going to be the same as the Eddie Brock of the comics, or the 2007 movie, _Spider-Man 3_. He will take more after the version seen in 2018's _VENOM_ in terms of behavior, although his physical appearance will resemble his comic counterpart to a degree.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, and _Halo 2 Anniversary_ (2014) by Martin O'Donnell & Michael Salvatori with new recordings by Skywalker Sound.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score: _Moondance_ , _City Montage_ , _Alone_.

Music From _Halo 2 Anniversary_ (2014): _Punishment_ , _Unwearied Heart_ , _Promise The Girl_.

Music From _Can't Buy Me Love_ (1987): _Don't Forget_ , _Thinking Of You_ , _For You_.

 **Track Order Listing**

 **01**. _Don't Forget_ (Gwen and Miles), **02**. _City Montage_ (The Montage), **03**. _Punishment_ (Gwen returns home/Guilt), **04**. _Unwearied Heart_ (Talking with Ben), **05**. _Alone_ (Gwen's decision), **06**. _For You_ (Cheering up Miles).

* * *

 **CHAPTER 007: Power & Responsibility**

* * *

 **The Stacy Residence, Queens, New York, Sunday Afternoon, April 08, 2040**

Stepping outside of the house, Gwen looked around at the neighborhood and sat down on her front porch, taking out her phone to send a text message to Helen. She soon heard the sound of shoes on grass and looked over across the street to see Miles Morales leaning over the top of his front yard's short fence. "Hey, Miles. What's up?" Gwen asked the younger boy.

"Did you actually see her?" Miles asked Gwen with wide eyes. Gwen paused for a minute before she realized who Miles was referring to. She then smiled at him.

"You mean the spider lady? I certainly did," she half-lied, nodding her head. She had certainly seen herself reflected in various buildings throughout the day.

"Wow! Did she talk to you at all?" Miles asked Gwen. Gwen shook her head in response.

"Nah. I only saw her swinging around the city. I didn't get to speak to her or anything like that," she lied. She didn't dare tell Miles the truth about her being Madam Arachnia. It would be all too easy for him to blurt that information out to his friends in a short-sighted attempt at trying to be popular or get attention, not he would do so maliciously, but Gwen had read enough superhero comics to know the value of keeping a secret identity, well, a secret. That and she still remembered the incident from the previous week when she had been walking home at night.

"Aww!" Miles whined in disappointment, just before a thought occurred to him. "Hey, Gwen?"

"Hay is for horses," Gwen quipped humorously as she resumed her texting, causing Miles to roll his eyes before he resumed speaking.

"If you ever speak to her, can you take a picture and get it autographed?" Miles asked Gwen in a hopeful tone. Gwen paused her texting again and thought about Miles' request. Biting her lower lip, she mulled over the idea in her head.

"Well... if I ever get the chance, I'll see what I can do," Gwen said to the boy. Miles nodded his head ecstatically in appreciation. "I can't make any promises, though," Gwen added.

"Thanks, Gwen! You're the best!" Miles exclaimed happily.

Gwen rolled her eyes and smiled at him. "Yeah, I know," she said with a chuckle before she resumed texting Helen. As soon as she finished, she stood up and began walking away from the house, quickly making her way down the street as she headed for a nearby barbershop.

* * *

 **Meanwhile, At The Daily Bugle...**

Sitting at her desk, Elizabeth "Betty" Brant studied the monthly schedule displayed on her computer screen. Just as she was about to adjust a meeting time for her boss, Jameson's unmistakable voice broke out over the intercom. " _ **Miss Brant!**_ "

Sighing, Betty pressed the button on her desk to respond. "Yes, Mister Jameson?" she asked into the pager. " _ **Miss Brant, send Brock to my office! I have an assignment for him!**_ " Jameson barked.

"Um, Eddie has the day off today, Mister Jameson," Betty replied.

" _ **Oh. In that case, send Harrison in here!**_ " Jameson said. "Yes, Mister Jameson," Betty replied.

A few minutes later, Thomas Harrison walked into J. Jonah Jameson's office. "Uh, you wanted to see me, sir?" Harrison asked Jameson curiously. He had been right in the middle of editing an article for the Bugle's sports column when Betty had paged him.

"Harrison, I need you to get me pictures and video of that Spider-Woman that everyone's talking about," Jameson said bluntly.

A confused expression came over Harrison's face. "Um, okay. Mister Jameson, I work on the sports column," Harrison said.

"And?" Jameson asked him in response.

"Well... I already have a full schedule of interviews with various sports teams lined up and I'm still editing an article right now," Harrison explained.

"So? Just take some pictures when you see her swinging around the city," Jameson retorted.

"Right," Harrison said uncomfortably. "Um, couldn't you just wait for Brock to come back tomorrow? He's better with a camera than I am anyway," Harrison suggested.

Jameson raised an eyebrow at Harrison before snorting. "Fine. Go work on your article. I'll get someone with ambition to do the job," Jameson said dismissively. He then raised his hand and shooed Harrison away. Harrison turned around and walked out of the office.

Jameson then pressed the button on his desk and called for Betty and Joseph "Robbie" Robertson to enter his office. Robbie was Jameson's direct subordinate and a fellow editor of the newspaper, although Robbie was far more level-headed than Jameson and much more patient. "Miss Brant, I need you to go out in the field and get me some pictures and video of this Spider-Woman everyone's gone crazy over," Jameson said firmly.

Betty blinked in surprise and Jameson's demand. "Um... okay. Any, uh, particular kind of pictures you want? Pictures of her swinging around? Pictures of her saving someone from danger? Anything in particular?" Betty asked Jameson nervously. While she did have experience in photography, she was much more at home using a computer and was better at using spreadsheet programs than a camera.

"Does it matter? You take the pictures; I'll write the headlines," Jameson replied. "I can see it now," he said. " _Spider-Woman: Super Savior Or Mutant Menace?_ " Jameson said, spreading his hands wide apart to gesticulate.

Betty and Robbie both raised eyebrows at Jameson's statement. "Um, Mutant _Menace?_ " Robbie asked Jameson incredulously.

"Yeah, what about it? It's the kind of headline that sells papers!" Jameson responded with a smirk.

Robbie shook his head in disagreement. "Look, Jameson, have you seen the videos on social media? Spider-Woman is not a menace. She's been saving people and stopping criminals," Robbie said. Jameson looked at Robbie with half-lidded eyes in a ' _Give Me A Break_ ' expression.

"Robbie, Spider-Woman is hot news right now and we need to get in on this before it goes cold," Jameson said firmly. "Everyone else out there is praising her, but no one is questioning who she is, where she came from, or what her motives are," he continued. "A headline that reflects those questions will sell more papers and subscriptions than one that simply calls her a hero like everyone else does," Jameson finished.

"Jameson, think about the big picture right now," Robbie said. "Printing negative news about someone who's been _helping_ _people_ would just make us look bad. And with some of the sliding sales we've been seeing the past couple months, we really need to be careful," he added.

"And besides, a headline like that could be considered unwarranted slander," Betty added.

"No it wouldn't! I _resent_ that," Jameson snapped defensively. "Besides, slander is _spoken_ , Miss Brant. The headline is _printed_ , however, meaning it would be considered _libel_ ," Jameson corrected her.

Robbie sighed in frustration before pulling out his smart phone. He gestured for Betty to do the same, and she quickly nodded her head in understanding before pulling out her phone as well. Both of them quickly searched for videos of people who had been saved by Spider-Woman the previous day. Jameson grunted uncomfortably as Robbie and Betty both showed him video after video of Spider-Woman in action and the people she had helped.

 **One Hour Later...**

Jameson groaned and threw his hands in the air. "Okay, fine! She's not a menace... _yet_ ," he said. "We still don't know anything about her, and she's only been around for a day or so. Her behavior could still change in the future," Jameson continued.

"But... for now, I guess... we'll be _optimistic_ about her," he finished with a grumble. Robbie smiled at Jameson and slowly nodded his head in appreciation. He and Betty then stood up and began to walk away, only for Jameson to clear his throat.

"Miss Brant, I still expect you to try and get pictures taken today. I'll give the assignment to Brock later, but right now I need _something_ to put on our online articles," Jameson said firmly. Betty slowly nodded her head in reluctant acceptance.

"Of course, Mister Jameson," she said with a fake smile before walking out the door.

* * *

 **Easy Comb Barbershop, Queens, New York...**

Looking at her reflection in the mirror, Gwen studied her new haircut. "Hmm... not bad," she said appreciatively. "I can live with this," she added. Her hair had been cut so that it now was short enough to resemble a pixie cut, although she had actually wanted a pageboy cut. While it was a lot shorter than she had initially wanted, it would be much easier to put on her mask in a hurry and still be able to turn her head without tugging her hair painfully from this point forward.

"Is that how you want it?" Edward Mancini, the barber, asked Gwen politely. Gwen looked at him and nodded her head in response, since she couldn't make it longer, but she didn't want to seem rude and admonish the man. After all, when Mancini had asked her how short she had wanted her hair, her reply had simply been " _really short_ ," instead of something that was more descriptive of what she had actually wanted.

"Okay, now hold still and let me get the sweeper. Gotta get all that loose hair," Mancini said as he walked over to one of the table islands holding his supplies and reached under it to grab a shop vacuum. A few noisy minutes later, Gwen had the apron removed and she quickly stepped away from the chair. Digging into her pocket, she handed over a twenty plus a five dollar tip before waving goodbye to Mancini and walking out the door.

Reaching her hand back to feel her hair, Gwen inhaled and tried to smile. Her hair would grow back eventually. As she walked down the street, she pulled out her phone and took a picture of herself and sent it to Helen. A few minutes later, she received a message from Helen.

' _What did U do 2 ur hair?_ '

' _I got it cut. Spring is on the way and long hair makes me sweat in warm weather_.'

Gwen hit the SEND button. Two minutes later, she got a response from Helen.

' _Good point_.'

Gwen quickly typed another message.

' _Going home now. Have homework to finish. See u at school. Bye!_ '

Helen soon replied back.

' _See u 2. Bye!_ '

Gwen quickly pocketed her phone before making her way back home. She had already finished all of her homework the previous night, but at least it gave her a believable excuse. After all, she couldn't just say that she was going to be web-slinging as a costumed vigilante for the rest of the evening.

And, much to Gwen's satisfaction, her new hair cut made wearing her mask _much easier_ than the previous day when she finally got home and put it on. The rest of the night was rather smooth for Gwen as she began making mental notes of various hot spots for crime throughout the city. She also noticed that her webs from the previous day had already begun to break down and disintegrate. This meant she would have to begin forcing herself to memorize her various routes throughout the city, as counting on the remnants of her previous webs for guidance would be ill-advised.

However, practice makes perfect, and the next two weeks gave Gwen _plenty_ of practice.

* * *

 **Begin Montage, Set to the track** _ **City Montage**_ **From** _ **Spider-Man 1**_ **(2002) Complete Score**

Monday, April 09, 2040

At school, Gwen and Peter see each other in the hallway. Peter smiles at her awkwardly, and Gwen feels her guilt over the other week begin to go away.

Inside the Daily Bugle, J. Jonah Jameson frowns as he looks at the less-than-stellar photographs that Betty Brant had taken of Spider-Woman on Sunday. He presses the paging button on his desk and Eddie Brock soon enters the office. Brock is a somewhat muscular blond man in his thirties with a camera hanging from a strap around his neck and a green business shirt with gray slacks.

After school lets out, Gwen makes her way to Glory Grant's house for practice with the rest of The Mary Janes.

During practice, Helen messes up a note with her keytar, causing Mary Jane to yell at her before everyone starts the song over again.

Tuesday Afternoon, April 10, 2040

As Helen arrives home from school, she walks into the kitchen and sees her mother sharpening some kitchen knives. She greets her mother, who quietly looks over at her with a smile that doesn't seem quite right and nods her head before returning her attention to the knives.

Web swinging through the city, Gwen sees an old woman walking in the middle of a crosswalk just as the lights change color. Gwen quickly swoops down and grabs the woman to carry her across the street. After landing on the sidewalk, Gwen shoots out a web rope to grab the woman's walker, quickly pulling it away from the street just before a taxi speeds through. Gwen quickly hands the walker to the old woman before leaping up onto the side of a building and crawling away.

Wednesday Afternoon, April 11, 2040

As Gwen web-slings through the city, she sees a mugging in an alleyway. She quickly makes her way over and catches the mugger with a net of webbing before taking the money and handing it back to its rightful owner. She then leaps up onto the wall of the building and crawls up to the third floor before shooting out another web rope and swinging away.

Thursday Evening, April 12, 2040

Gwen perches herself atop the roof of an office building, looking out at the city lights. She soon hears sirens on the street below and shoots out a rope of webbing to begin following the police cars.

Friday Afternoon, April 13, 2040

Gwen and the other Mary Janes practice inside Glory Grant's garage. Gwen smirks as her enhanced reflexes allow her to hit the drums much faster than before.

Inside Nora Osborne's office at Oscorp HQ, she stops typing on her computer as a worried look appears on her face. She looks around in confusion before reaching up and rubbing her forehead.

Saturday, April 14, 2040

Swinging from building to building in the daylight, Gwen smiles under her mask as she performs a mid-air flip before shooting out a web rope to pull herself toward a nearby building.

Down on the sidewalks, Eddie Brock looks up as Spider-Woman disappears around a corner. He frowns at having just missed her.

Around lunch time, Gwen nears an intersection and sees a cyclist try to stop himself as the light changes colors. A brake chain on the bike snaps in half and Gwen swoops down to grab the cyclist, pulling him into the air just as a car smashes into his bike. Gwen then sets the man down on the sidewalk before web-slinging herself away.

Monday Afternoon, April 16, 2040

Gwen crawls along the side of a building into an alley where two men chase another, much frailer man into a corner. Gwen waits until the duo have fully entered the alley before shooting a web rope at one of them to pull him off the ground and stick him to the brick wall. Gwen quickly leaps to the ground and then grabs the other thug before webbing him to the side of the adjacent building's wall. The frail man waves at her and runs out of the alley.

Meanwhile, at Oscorp, Nora Osborne sits at her computer in her office and looks at a report on a slight dip in Stark Industries' stocks.

Tuesday Afternoon, April 17, 2040

Sitting behind her drums in Glory Grant's garage, Gwen reads the notes on the sheet in front of her. Meanwhile, Helen talks to her mother on the phone while Glory and Mary Jane tune up their guitars.

Wednesday Evening, April 18, 2040

A cop car races through the streets of New York in pursuit of a stolen Mercedes. Gwen quickly swings down and lands on top of the car before opening the passenger-side door and slipping inside. The car begins to swerve before soon coming to a halt in a parking spot. Gwen quickly exits the driver-side door and leaps into the air before shooting a rope of web to swing away with. The cop car stops and the officers step out to inspect the Mercedes, finding the carjacker wrapped up in a web in the front passenger seat.

Thursday Afternoon, April 19, 2040

Inside a police station, Lieutenant George Stacy sits with several other officers in a meeting as a police captain goes over a map detailing a list of recent locations where Spider-Woman has been spotted.

After the meeting, George Stacy makes his way to the lobby, only to see Spider-Woman swing down by the front doors with a wrapped up robber in her arms. She quickly drops the robber on the ground before web-slinging away. George then sees a note on the back of the robber, saying ' _I TRIED TO ROB A FLOWER SHOP. I AM PATHETIC._ '

Friday Evening, April 20, 2040

Walking out of the front doors of a small greasy restaurant, Eddie Brock sees Spider-Woman swinging herself over the traffic on the street. Smiling at his luck, Brock readies his camera and successfully takes several pictures of the costumed female before she disappearing from sight.

Sometime later, Gwen swings by a pizza joint to see two guys arguing with each other while a box of ham and pineapple pizza lies on the ground, half opened. The pizza remains intact, while the box is slightly dented. The two men begin getting physical as a third man walks over and tries to mediate their dispute. Gwen shoots out a string of webbing and grabs herself a few slices of the pizza before disappearing from sight. The two men don't even notice the missing pizza slices as they end up stepping on the box and squashing the remaining pizza as their fight gets violent, the third man holding a bloodied nose for his troubles.

On the roof of a building nearby, Gwen lifts her mask up and begins eating her free pizza, smiling as she chews on the first slice.

 **End Montage**

* * *

 **New York City, Saturday Night, April 21, 2040**

Swinging through the air above the traffic-filled streets below, Gwen shifted her momentum and landed on the side of an office building. Slowly crawling up the side, making sure to avoid touching the windows, Gwen soon heard a series of grunts and moans coming from the window of an office next to her. _It's kind of late for anyone to still be working in one of these places, isn't it?_ Peeking over through the window, Gwen saw a man and a woman, each half-clothed, leaning over a desk as the man energetically plowed the woman from behind.

Gwen blushed under her mask and quickly resumed climbing, listening as the cries of ecstasy inside the office reached a crescendo. She soon reached the roof and lifted herself over the ledge to sit down. "Well, it ain't called the city that never sleeps for no reason," she said to herself. Reaching into her suit's thigh pocket, Gwen pulled out her phone and looked at the time.

It was 09:00 pm. "Damn. Time flies when you're bustin' bad guys," Gwen said to herself as she stood up and stretched. Turning around, she peered over the edge of the roof and looked down at the traffic below. So far today, she had caught at least three muggers, stopped two carjackings in different garages, halted three robberies in progress in different parts of the city, and had saved at least five different people who had either not been paying attention when crossing the street or simply felt that pedestrians had the right of way even when the light was clearly green for traffic.

"I think I'm gonna call it a night," Gwen said to herself as she saw a police car slowly cruising down the street. It was a late night patrol unit, given the time of night and the probable distance of the car from the nearest police station. Slowly reaching over the ledge, Gwen began wall-crawling down the side of the building before turning herself to crawl sideways. When she was near the edge of the building, she pulled herself into a crouch and then sprung herself forward into the air before holding out her arm and shooting a web rope at the building across the street.

Gwen smiled at the exhilaration that flowed through her as she swung through the air, her body being pulled lower by gravity before she twisted her body around and shot another web rope at a traffic light and swung herself away from the building. Swinging through the air, Gwen let go of the web and landed on top of a street light. As she swung herself onto the side of another building, she looked around and saw the interior of a nearby convenience store across the street.

As soon as she planted herself on the side of the next building, she fished around in her thigh pocket to see if she had any money. _I'm kind of thirsty right now_ , Gwen realized. After feeling a few crumpled bills inside the pocket, she zipped it back up and shot a web out at a street light, quickly swinging herself onto it before leaping into the air like a jumping spider. Mid-flight, she shot out another web at a street light on the corner and pulled herself over to it, grabbing the metal pole with all four limbs before lowering herself onto the ground.

Reaching back into her pocket, Gwen pulled out the crumpled bills and saw that she had at least $20.00 in the form of one ten and two fives. Shrugging her shoulders, she put the money back in her pocket and made her way into the store, keeping her mask on. There hadn't been any really negative publicity about her as far as she was aware, so she expected to be greeted with at least a little bit of enthusiasm or, as that Hispanic mother two weeks earlier had shown, indifference.

Stepping through the front doors, and keeping her mask on, Gwen walked over to a cooler and pulled out a bottle of raspberry flavored iced tea. Walking over to the register, where a lone cashier was reading a magazine, Gwen noticed another man, a blond man wearing a green shirt with a camera hanging from his neck by a sling, looking at her with a smile on his face.

"Um, hey... Spider-Woman, right?" the man asked her as he reached for his camera. Under her mask, Gwen raised an eyebrow.

"It's _Madam Arachnia_ ," she corrected him. The man looked at her curiously. "It's not Spider-Woman. I don't care what everyone else says. It's _Madam Arachnia_ ," Gwen reiterated firmly with a slight hint of annoyance in her voice. The cashier looked up from his magazine.

"Huh. Okay, Madam Arachnia, may I take some pictures?" the man asked her. Gwen paused mid-stride. "I work for the Daily Bugle, and my boss has been just chewing me out every day for not having good pictures of you for our papers. Plus, I'm kind of a fan of you, I mean, with everything that you've been doing so far," the man continued.

"Um, who are you, exactly?" Gwen asked him curiously.

"Oh, the name's Eddie Brock," Eddie replied. He held out a hand and Gwen less-than-enthusiastically reached out to shake it. After pulling back, Eddie held up his camera.

"You still have the lens cap on," Gwen pointed out. Eddie raised and eyebrow before looking down at the camera.

"Oops," he muttered. "So, um... may I take a few pictures of you... for the paper?" Eddie asked Gwen as he removed the lens cap.

Gwen mulled over the idea. _Well... he seems nice enough. Eh, why not?_

"Okay. I'm doing any fancy poses, though," Gwen said. Eddie nodded his head before holding up his camera.

" _HEY! No soliciting in the store!_ " the cashier shouted angrily. Eddie frowned and lowered his camera before glancing at the cashier. Gwen shrugged her shoulders and walked over to the register with her tea.

"Sorry about that," Gwen said as she pulled out a five dollar bill from her thigh pocket. "I just don't often meet fans of-" "And no mutants either," the cashier said, cutting her off. Gwen stood stock still, while Eddie raised an eyebrow from where he was standing.

"I wasn't born with these powers. I got them by accident," Gwen said. Eddie's eyes widened as he listened to Gwen speaking.

 _By accident? Damn, I should have tried to set up an interview or something. I could get such a huge pay raise or at least a bonus if I could manage that_ , Eddie thought to himself.

"So, I'm really an _accidental mutant_. I think you can let that slide, right?" Gwen asked the cashier hopefully. He simply scowled at her in return.

" _No. Mutants. Allowed_ ," the cashier said firmly, his eyes narrowed in a glare at her. "This store is for people only," he added.

Gwen stood still, not knowing how to react as she tried to process what the man was saying to her. _People... only... but-but mutants are people. I'm a person._ "Look, I just wanna buy this tea. I'm thirsty, and I have the money to pay for it," Gwen said as she set her five down on the counter.

" _No_. Now, get out of my store, freak. You've got one minute, or I'm calling the cops," the cashier said darkly. Gwen felt a lump form in her throat as she slowly nodded her head.

"O-Okay. Right. _F-Fine_ ," Gwen said, her voice cracking as she set the tea down on the counter and stuffed her money back into her pocket before zipping it up. She then stormed out of the store in a huff and shot a web out at a building across the street before slinging away, just as a blue car pulled up outside and parked along the sidewalk.

Eddie quickly walked up to the counter. "Um... how much does that tea cost?" Eddie asked the cashier, doing his best to make it seem like he genuinely wanted to drink it. The cashier bought his act and told him the price before he quickly paid it. Grabbing the receipt, Eddie made his way out of the store, just before a man with a hoodie walked inside and pulled out a gun.

" _Hey! I got your tea for ya!_ " Eddie shouted as he saw Gwen crawling along the side of a building. " _It's still cold!_ " he added. Gwen paused and looked over at Eddie, only to notice what was happening behind him.

Inside the convenience store, a man with a hoodie and a ski-mask was holding a pistol aimed at the head of the cashier as they handed the man all of the money in their register. _Oh no, if only there were someone with super powers around to help that man. Oh well_ , Gwen thought to herself in dark satisfaction as the robber stuffed all of the money into a bag. She quickly looked around to see if anyone had noticed her. There wasn't a single person who appeared to be aware of her presence so far. _Good. Let him get robbed. I just wanna go home right now anyway. Besides, there's a patrol car not too far away from here, and that asshole deserves it_ , Gwen rationalized.

As she began to wall-crawl away, the robber rushed out of the store's front doors and pushed Eddie to the side before getting into an old beat up blue station wagon. Gwen glanced back as the car pulled away from its parking spot and drove past her. Gwen then noticed the equally banged-up license plate on the back before it disappeared around a corner.

 **NEW YORK**

 **AF1962**

Resuming her crawl up the wall, Gwen continued making her way across the city, leaping from rooftop to rooftop and swinging between alleys. As the time passed, she heard the occasional siren of police cars. As she got even closer to home, she started hearing the sounds of an ambulance siren wailing.

Making her way closer to the street where she lived, Gwen noticed that the wailing of the ambulance seemed to be following her. A slight sense of unease began to well up inside of her as she got closer to home. _It's probably nothing_ , Gwen told herself mentally.

Soon, after turning a corner and swinging through an alley before climbing onto another rooftop, Gwen saw an ambulance coming to a stop on the street when she lived, along with two police cars. Panic and worry began to well up inside of her as she carefully made her way onto the rooftops of several town-houses, swiftly web-slinging herself from house to house as she observed the commotion in the street. Once she landed on her own roof, she crawled over to the edge and looked down at the ambulance, her eyes widening as she saw the paramedics lifting a small black boy onto a stretcher.

 _Wait, is that..._ _ **MILES!?**_ Gwen inhaled sharply as she heard the boy's agonizing screams and saw his broken legs. Gwen's father, wearing plain clothes, was helping the paramedics load the boy into the ambulance while also talking into his cell phone, while the police officers nearby were taking statements from everyone who had witnessed the incident. Gwen tried to listen in as numerous residents of the street talked and whispered among themselves, while George Stacy got into the ambulance with Miles after stuffing his phone into his pocket.

"I know his father. I'll stay with him until we get to the hospital," George said to the EMT who was preparing to close the doors. George grabbed Miles' right hand and squeezed it tight to help try to comfort the boy. The EMT nodded and let George stay in the ambulance before it began taking off down the street. As the ambulance drove off, Gwen quickly crawled over to her bedroom window and crept inside.

She immediately undressed and put on her casual clothes before grabbing her shoes and heading downstairs. She jumped over the fence of her backyard and made her way through the shadows behind other buildings before emerging from the dark, quickly rushing over to the people who were still gathered in the street. She saw one of her neighbors, an overweight man in his sixties named Hank Calhoun, talking to an officer. Ganke Lee, an overweight boy who was Miles' friend at school, was busy crying his eyes out as his mother held him in a tight hug.

"Hey, what's going on?" Gwen asked as she jogged over to everyone. Hank turned away from the officer and looked at Gwen with a somber expression on his face. "Well, what's happening? I heard sirens earlier," Gwen asked.

"That Morales boy got hit by a car a little while ago. I saw it while I was taking out my trash," Hank explained to her. The officer standing next to him nodded his head as he glanced down at his notes.

"How!?" Gwen asked him incredulously.

"He was tossing that football of his around with his friend and when it landed in the street, he went to go get it. That's when this car shot through here and Miles' tripped as he tried to get back on the sidewalk. The car ran straight over his legs and kept on going," Hank explained with a disgusted expression on his face.

"What kind of car?" Gwen asked him nervously.

"It was an old blue station wagon," Hank said. Gwen's eyes widened as she processed Hank's words. _A blue station wagon? That... that sounds familiar_ , Gwen noted uncomfortably. _Th-There are lots of blue station wagons in the world. It doesn't mean anything. Besides, nobody knows the license plate. It might not even be the same car_ , Gwen told herself mentally. And yet, a sinking feeling in her gut told her otherwise.

Looking over at Ganke Lee, Gwen timidly made her way over to the crying preteen and crouched in front of him and his mother. "Hi, Missus Lee," Gwen said. Mrs. Lee nodded her head in acknowledgement.

"Ganke? Are you okay?" Gwen asked the boy. Ganke turned to look at her as he stifled his tears.

"Right, stupid question," Gwen said with a mirthless chuckle. "Um... Ganke? Y-You didn't happen to see the car that... hit Miles, did you?" Gwen asked him.

Ganke nodded his head tearfully. Gwen gulped quietly as she glanced down at the cement before looking back up at Ganke. "Did you... did you see the license plate?" Gwen asked him. Ganke shook his head in response.

"Okay," Gwen said before she stood up and walked back over to Hank. She was about to open her mouth to talk to him again when the officer he was talking to mentioned the license plate of the car.

"-in color, with a dented fender. And you said the license plate was New York, A-F-One-Nine-Six-Two?" the officer asked him as he glanced between Hank and his notes. Hank nodded his head in confirmation. Gwen's eyes widened as she heard the numbers.

 _AF1962_... She remembered that from the car at the robbery. _Oh my god... Oh my god... I... I..._ Gwen found breathing difficult, and she quickly darted over to her house, opening the front door and running upstairs into the bathroom. As soon as she opened the bathroom door, she knelt down in front of the toilet and lifted the seat up before throwing up into the bowl.

After emptying the contents of her stomach, Gwen fell back and sat against the cabinet under the sink, resting her head against the edge of the counter. She heaved and panted as she slowly forced herself to stand up and turn around. She turned on the faucet and washed her mouth out as thoroughly as possible before she looked at herself in the mirror.

"I... it wasn't my problem," Gwen told herself tearfully. "T-The police should have caught the guy before he could get this far. They're the ones who failed to do their job! I-It... it's their... th-their..." Gwen couldn't finish her sentence.

She knew she was lying to herself. She wanted to make the guilt go away, but it refused to leave her. Not until she admitted the truth to herself. "Madam Arachnia... failed," Gwen said to the mirror. "As Madam Arachnia... I... I..." Gwen trailed off, as the guilt still refused to leave, and in the back of her mind, she knew she was still trying to deflect the blame away from herself.

"No, Gwen," she said to her reflection in the mirror. "It wasn't Madam Arachnia or Spider-Woman who failed to do the right thing." Gwen gulped as she listened to herself. "It was _you_. It was _me_. It was _Gwen Stacy_ who refused to do the right thing... and now Miles... Miles could be dying in the hospital," she said to herself tearfully.

"M-Miles could die tonight b-because... _I_ refused to do the right thing," Gwen said to her reflection, just before breaking into a sob as she held her arms around herself and slid down to the floor, twisting herself around to recline against the cabinet under the sink again. She brought her legs up into a fetal position and rested her head on her kneecaps after wrapping her arms around her legs.

 _It would have taken less than a minute_ , she thought to herself. _Less than a minute, and I could have disarmed the robber and wrapped him up. But no_ , Gwen continued, _I had to be selfish. I had to be a petty selfish bitch_ , Gwen thought bitterly to herself. "And now Miles is paying the price," she said before sobbing into her knees again.

* * *

 **The Stacy Residence, Sunday Morning, April 22, 2040**

Sitting down at the dining room table, Gwen slowly ate her breakfast. She had no enthusiasm and her movements were sluggish. When she was finally finished, she took her bowl into the kitchen and set it in the dish washer along with her spoon. She then trudged over to the couch and sat down, staring up at the ceiling.

She had spent most of the night crying, eventually sobbing herself to sleep. She didn't feel like she had anymore tears left to shed at this point. _Less than a minute_ , she kept repeating to herself in her head. _I could have stopped that guy and wrapped him up in less than a minute if I hadn't been so petty and selfish_ , she kept thinking to herself.

"I'm such a fuckup," Gwen muttered to herself. She soon heard the front door open and turned her head to see her father stepping into the house. He had bags under his eyes and he looked utterly exhausted.

"Hey, Gwen," George said tiredly as he walked over to the couch and sat down next to his daughter. "Rough night?" he asked her. Gwen nodded her head in response.

"Yeah. What time did you get home?" he asked her.

"Just after the ambulance left with Miles. I had to ask the neighbors what was going on while the police were taking statements," Gwen replied. George nodded his head slowly and quietly in understanding.

"Dad? Is Miles... I mean, will he... is he gonna live?" Gwen asked her father anxiously.

George sighed and nodded his head. "Yeah, he's gonna live. The doctors stabilized him, but... they don't think he's ever gonna walk again," George replied with a solemn expression on his face. Gwen felt her heart sink.

She looked at her dad. _Should I... tell him? Should I tell him about my powers? About how I'm responsible for letting this happen? But, how would he react? Maybe I should talk to someone else first, but who? Who else can I possibly talk to about... wait a minute_ , Gwen thought to herself. Looking away from her dad, she got up from the couch and made her way upstairs.

"I'm gonna get my shoes and take a walk. Do some thinking," Gwen said to her father as she noticed him glancing after her. George nodded his head in understanding as Gwen made her way up to her room.

Stepping inside her room, Gwen closed her door and reached down under her bed to retrieve her Spider Suit, only to pause as she opened the lid of the box holding it. _Can I really put this on again? I mean... after last night? I mean... even if I'd already decided to stop fighting crime before the robbery happened... I still had the power to do something about it, and I chose not to do anything anyway._

Closing the lid of the box, Gwen put it back on the floor and slid it under the bed. "No," she said while shaking her head. "I'll walk instead."

* * *

 **The Parker Residence, Later That Afternoon...**

Hearing the doorbell ring, Benjamin Parker looked over from the sink where he was cleaning a plate. Drying his hands, he walked through the small dining room into the living room and opened the front door to see Gwen Stacy. "Um, hello there, Miss Stacy," Ben said to her. "Um, Peter's not here right now, if you're looking for him," Ben said.

"I'm not. At least, not today," Gwen said in response. Her voice was tired, her shoulders were sagging, and her face was solemn. Ben noticed her demeanor and realized that something wasn't right. "I'm actually here to talk with _you_ ," she said causing him to raise an eyebrow.

"Um... okay? Why me?" Ben asked her curiously.

"Because you're the only person who... " Gwen trailed off as she glanced around, looking for signs of May Parker. Ben looked over his shoulder in curiosity. "Are you alone right now?" she asked him.

"Yeah. May's at work right now. Someone called out sick and she's filling in for them, and Peter is... somewhere," Ben explained. Gwen subtly nodded her head as she stepped inside the house, with Ben closing the door behind her. "So, what am I the only person for, exactly?" Ben asked Gwen after he closed the door, tilting his head as he tried to figure out what she wanted to talk about.

 _Wait... she's going to admit that she's that Spider-Woman, isn't she? I figured as much_ , Ben thought to himself. It wasn't much of a surprise to him. After all, he had seen Gwen use her powers before, and with Spider-Woman displaying the same web-shooting abilities, he had easily been able to figure out her identity.

"Mister Parker, you're the only person who knows about my powers," Gwen finally said. "You probably already know that I'm Spider-Woman, don't you?" she asked him. Ben nodded his head in confirmation. "That's why you're the only person I can talk to right now," Gwen said.

"Okay, so... what happened that you need to talk to me?" Ben asked her as he led her over to the couch. Both of them sat down on the couch, with Ben keeping some space between himself and Gwen.

"I let someone close to me get hurt... because I didn't do the right thing when I had the chance," she said. "Last night... I was at this convenience store. I had decided to go home because I was finished doing my vigilante thing for the night, and I was thirsty," Gwen explained. Ben nodded his head as he listened to her.

"So, I kept my costume on and went into this convenience store and tried to buy some iced tea, but the guy at the register said he didn't do business with mutants," Gwen continued. "I tried to explain that since I got my powers by accident, I didn't count as a true mutant, but he didn't care. So, I got upset and walked out of the store. I left the tea behind on the counter, and I just swung myself across the street," she continued.

"That's when this old blue car pulled up and someone went inside to rob the store. I saw it happening, but I was so angry and pissed off that I decided to just watch as the burglar took all the money and got in his car before driving away," Gwen said, inhaling shakily. "I saw the license plate on the back of the car, and even though I could have called the police, I decided to just let him go."

Ben nodded his head as Gwen took another breath and continued. "Later on, when I got home, I saw an ambulance on the street where I live. I saw my neighbor, Miles Morales, getting put on a stretcher and lifted into the ambulance, with my father keeping him company," Gwen continued, tears silently spilling from her eyes. "I snuck into my room and changed into some normal clothes before heading outside to ask the other neighbors what had happened, and I learned that... Miles had been run over by an old blue car when he had tried to get his football off the street," Gwen said.

"Miles likes football, and he was apparently playing football with his friend when the ball went out of the yard and onto the street. Another neighbor saw everything, and said that Miles tripped when trying to get out of the street. The car ran over his legs, breaking them," Gwen continued with shaky breath.

"The car... that ran him over... was an old blue car with the same license plate as the one from the convenience store. It was the same guy," Gwen said. "The same guy that I had let go because I wanted to be petty and selfish toward that cashier," she added with shame in her voice. "Miles got run over... because I was too selfish and petty to do the right thing. It would've taken me less than a minute to go back and trap the burglar in a web at the store, but I wanted to be vengeful and selfish," she choked out.

"I found out from my dad that Miles is going to live, but he'll never walk again. Miles is only ten years old and he'll _never_ walk again... b-because of _me_ ," Gwen choked out in a sob. Ben looked at Gwen quietly.

"Y-You were right," Gwen said. "With great power... comes g-great responsibility. And I...I'm not responsible," she continued forlornly. Her hands were balled into fists on her knees, and she bit the inside of her cheeks to keep her breathing steady.

Finally, Ben spoke. "You made a mistake," he said. Gwen nodded her head in agreement. "We all make mistakes," he continued. Gwen slowly turned her head to look at him tearfully. "And some mistakes can never be taken back. But... Miles is still alive. And with medical technology advancing the way it is, Miles could still walk again in the future. Maybe not right now, but someday," Ben said in an effort to comfort Gwen.

"But... even if he _does_ walk again, it's still my fault this happened to him. And I still think the guy in the store deserved what happened to him, but that doesn't mean I couldn't have webbed up the robber _after_ he'd left the store," Gwen said. Ben nodded his head. "I don't... I don't know if I should keep being Madam Arachnia... or Spider-Woman. If I was willing to let _this_ happen, then... what am I gonna screw up in the future?" she asked Ben. "How do I know I won't just get more people hurt? Should I really continue being Spider-Woman?" she asked him.

"Nobody's perfect, Gwen, _nobody_. Back when I was your age... I made mistakes. A _lot_ of mistakes, and there are quite a few that I still regret to this day. And there are times when I think about them that I wish I could take them back or stop myself from making them," Ben said, getting the girl's attention. "But... I can't. All I can do is make sure that I don't make those same mistakes again."

"So, here's the way I see it," Ben said. "You can either give up... or you can _learn_ from your mistakes and keep moving forward," he continued. "Ultimately, however, the choice is up to you, and you alone. I can't make that decision for you," he added. Gwen slowly nodded her head in understanding as she processed his words.

* * *

 **The Stacy Residence, Later That Evening...**

Sitting on her bed, Gwen looked at the Spider Suit in her hands. "Give up... or move forward," Gwen said to herself as she allowed herself to simply run her hands over the fabric of the suit, feeling the latex and stretchable sections under her palms. She soon reached into the box next to her on the bed and pulled out the mask.

 _With great power comes great responsibility_.

Gwen narrowed her eyes at the mask. _Am I just going to give up over one mistake? But... my mistake cost Miles his ability to walk_.

Gwen held the mask up and turned her head to look over at her reflection in the mirror. She then turned her head to face the mask again.

 _You can either give up... or you can learn from your mistakes and move forward_.

"Give up... or move forward," she said to herself once again. _Even if my mistake hurt Miles... how many MORE people could get hurt if I DON'T go back out there? Giving up isn't being responsible. That's just running away from responsibility. Each time I make a mistake and someone gets hurt, am I just going to give up? If I do that... I'm not really learning anything, am I? That's what it means to be responsible. To learn from my mistakes and keep moving forward. To do better than I did before_ , Gwen thought to herself as she stood up from her bed.

"I... I am not giving up," she said to herself with conviction as she walked over to her mirror, holding the Spider Suit in her hands. "I fucked up. I let someone get hurt when I could have prevented it, and I can't change that. But that's no reason to throw in the towel."

 _Miles believes in Spider-Woman. He sees her as a hero... and if she just disappears, what hope will he have? People need heroes, Gwen, to give them hope. Miles needs hope right now_ , Gwen thought to herself as she looked down at the suit in her hands. _Not just Miles... but everyone who's been helped by Spider-Woman_.

"I'm not Madam Arachnia. I'm Spider-Woman," Gwen said to herself with a sigh. She then looked up into the mirror. "I... am _Spider-Woman_. Miles needs Spider-Woman. The people of this city need Spider-Woman," Gwen said firmly to her reflection.

"Let's give people hope," Gwen said with a smile as she began forming a plan to cheer up Miles.

* * *

 **The Sisters of Unconditional Hospitality Hospital, New York, Later That Evening...**

Lying in a hospital bed, Miles Morales sighed as he watched the TV mounted on the wall across the from him. It was currently playing an old cartoon from the early 2000's.

" _Now, take out the trash!_ "

" _[Gasp!] Mister Krabs! You shouldn't talk about Squidward that way!_ "

Miles chuckled slightly at the joke, but then his eyes gazed down at his now-useless legs and he soon became morose.

" _He meant_ _ **this**_ _trash, you moron!_ "

Miles glanced over to see his father, NYPD officer Jefferson Davis, sleeping in a chair next to his bed. Jefferson had spent the entire day in the hospital with his son after hearing about the accident from fellow officer George Stacy. Looking up at the clock on the wall, Miles noticed that it would soon be time for his father to go home.

Glancing back at the TV, Miles soon heard muffled voices outside the room, and he tilted his head as he looked over at the door. Said door soon opened and a nurse walked in with a familiar face in tow. "Gwen!" Miles exclaimed with a smile, causing his father to stir.

Gwen smiled right back at Miles as she approached his bed. Her arms were behind her back for some reason, but Miles didn't really care about that at the moment. "Hey, Buster! What's up?" she asked him enthusiastically, her eyes glancing at his legs and her smile faltering ever so slightly before she returned her gaze to his face.

"I got run over," Miles said with a frown.

Gwen inhaled and nodded her head in acknowledgement. There was a flicker of something in her eyes that Miles couldn't quite place, but it was gone as soon as it had appeared. "Hey, Miles?" Gwen asked him.

"Hay is for horses, Gwen," Miles replied, causing Gwen to pause before snickering.

"Yeah, I know," Gwen said. "Anyway, I heard about your accident and I... I spent some time in the city today looking for something to get you," Gwen said. Miles looked at Gwen curiously.

"So... I remembered something you asked me a couple weeks ago, and... I managed to get _this_ for ya," Gwen said as she brought her arms forward and held out a picture frame. Holding up the frame so that it faced Miles, Gwen watched as the boy's eyes widened and his face brightened almost immediately.

Tucked inside the frame and behind the thin glass was a large picture of Spider-Woman standing in front of a wall in what appeared to be an alley, holding out her right hand in a thumbs-up gesture. On the lower left hand corner of the picture was a signature from Spider-Woman herself. Miles reached out to take hold of the picture frame.

"H-How... how did you..." Miles asked Gwen, stunned beyond belief.

"Well, I found a photographer and convinced him to help me search for her. We spent all day looking for her, but when we found her... I explained the situation to her and she agreed to let us take a picture of her," Gwen half-lied. She had indeed found a photographer walking along the streets a few hours earlier, and had given him twenty bucks to take her picture before accompanying him to a print shop where they could get the picture printed and framed.

"Thanks, Gwen," Miles said in appreciation, smiling brightly. Gwen felt tears threatening to well up at the sight of the boy's smile. She had to force herself not to look over at his legs, otherwise she wouldn't be able to hold them back as the guilt threatened to consume her.

"You're welcome," Gwen replied as she smiled back at Miles, feeling her guilt begin to slowly ebb away ever so slightly. She knew, however, that even though she had brightened Miles' day, she would never be able to take back what she had allowed to happen to him. She would always remember the cost of being selfish whenever she looked at Miles, and Ben Parker's words would remained burned into her subconscious for the rest of her life.

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _**The Spectacular Spider-Woman**_ , Nora receives some troubling news regarding the future of Oscorp, while a certain billionaire makes his first appearance in this story.

* * *

Author's Notes: And this was Chapter 007! Wait a minute... There's something important about 007 that I'm forgetting. What could it be?

 **OH MY GOD!**

This chapter is labeled as _**007**_ , and I didn't include any James Bond references in it! I feel so _ashamed_ of myself.

...

...

...

Oh well, live and learn.

Anyway, Gwen has now begun taking the words of Uncle Ben to heart. With great power comes great responsibility. And, yes, I made it so that she had to learn it the hard way, because the lesson doesn't really feel all that significant otherwise. Remember, she's still a teenager who's getting full of herself and doesn't always think about the consequences of her actions, so it wouldn't have felt right if she had learned this lesson the easy way, with someone just telling her the moral and having her accept it point blank without any questions.

So, Miles will live, but he's going to be crippled for either his entire life or at least a very significant portion of it, and Gwen is going to remember the importance of responsibility every time she sees Miles in the future.

As you all may have noticed, the license plate of the robber's car is a reference to Amazing Fantasy #15, released in 1962. This was the issue where Uncle Ben was killed by the burglar Spider-Man ignored. This was the event that would define Spider-Man for the rest of comic book history.

Also, some of Gwen's mental dialogue was taken from _Halo 2_ (2004), because that game is one of the most quotable games in history. I regret nothing.

As always, please be sure to let me know what you think of the chapter and/or story so far in your reviews!


	8. The First Confrontation

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

Here it is, the chapter where Spider-Woman and the Green Goblin finally face off for the first time. This chapter is going to be kind of long, so I recommend grabbing a snack, or at least making sure you have some time to spare. This chapter also introduces Tony Stark in person, and he will be based mostly on his MCU incarnation, albeit without being Iron Man. He will retain the MCU Tony's backstory of his parents dying in a "car crash" when he was younger and him being filled with regret over how he interacted with them before they died, which will be a major influence on him and his actions in later story arcs as he interacts with another character who loses someone important to them by the end of this first story arc.

However, I would like to state that Stark will be relegated to mostly being a background character for the majority of the first few story arcs. He'll play an important role, but I plan to take a "Less Is More" approach with him for now. A little bit of Stark can go a long way, otherwise I'm afraid I might make readers get sick of him if I use him too much.

Obadiah Stane also makes an appearance here, and he's pretty much just like his MCU counterpart. So, when reading his dialogue, please imagine the voice of Jeff Bridges (who played him in _Iron Man_ (2008)) in your head. If you do, then The Dude abides.

Also, as indicated in Chapter 001, Reed Richards exists in this universe as a well-known and well-regarded scientist. The Fantastic Four, however, do not exist. Reed Richards does not have superpowers. He does, however, have the nickname of Mister Fantastic, albeit usually as a derisive nickname given to him by jealous peers.

So, anyway, this chapter features Spider-Woman and the Green Goblin encountering each other for the first time in the story, and boy is it going to be a spectacle.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Spider-Man 3_ (2007) by Christopher Young, _Can't Buy Me Love_ (1987) by Robert Folk, _Project A-Ko_ by Joey Carbone & Richie Zito, and _Demolition Man_ (1993) by Elliot Goldenthal.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score: _Norman's Troubles_ , _Alone_ , _Specter of the Goblin_ , _The Clues_ , _Revelation_.

Music From _Spider-Man 3_ (2007): _Harry Attacks Peter_ , _New York Morning_ ,

Music From _Project A-Ko_ (1986): _Morning Light Type-B_ , _Morning Light Type-C_ , _Max 5000_ , _Explosion_.

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Siberia_ , _Broken Moon_ , _The Target_.

Music From _Demolition Man_ (1993): _Machine Waltz_ , _Museum Dis Duel_ , _Action, Guns, Fun_ , _Code 187_.

 **Track Order Listing**

 **01**. _Alone_ (Helen and Nora), **02**. _New York Morning_ (Gwen and Helen), **03**. _Specter Of The Goblin_ (Nora's reflection), **04**. _Morning Light Type-B_ (Entering the Expo Center), **05**. _Code 187_ (Goblin crashes Expo), **06**. _Explosion_ (Spider-Woman vs. Green Goblin).

* * *

 **CHAPTER 008: The First Confrontation**

* * *

 **Oscorp Corporate HQ, New York City, New York, Monday, April 23, 2040**

Sitting at the head of the board table inside the Board Room, Nora Osborne smiled as she looked over a report on the company's stock and net worth over the past month. "Well, Gentleman, Oscorp is once again back in prime condition," Nora said proudly. She looked around at the other board members lining the table, with Old Man Balkan sitting directly across from her at the other end of the table.

"Our net worth has doubled since the last analysis was performed, our stock has stabilized, and we have once again received investment offers from the military and other security firms. Ladies and gentlemen, we are back on track," Nora finished proudly. Everyone nodded their heads in agreement.

"Yes," Balkan said in agreement as well. "Which is why we've decided to sell the company," he added, smiling as he saw Nora's smile falter. Nora looked at Balkan curiously.

"I'm sorry... what?" she asked him.

"We've decided to sell the company. We've already engaged in talks with Stark Industries, and they've agreed to purchase the company for a very reasonable price," Balkan said calmly.

Nora was stunned, disoriented, and extremely confused. She could not recall having ever engaged in negotiations with Stark Industries for any reason. "When did this happen?" Nora asked Balkan, her eyes scanning the other board members and seeing uncomfortable looks on several faces.

"The decision was made a week ago, at a dinner conference with Tony Stark himself," Balkan said bluntly. His eyes bore into Nora's with satisfaction. "There are, of course, some caveats to this arrangement," Balkan continued, his lips turning upward in a smile.

"The most important one is that our CEO step down from their position so as to avoid conflict with Stark management following the acquisition," Balkan stated firmly. He watched as Nora squirmed in her seat. "It's for the good of the company, I assure you," he added.

Nora took a moment to gather her bearings. "Okay. Well, I... suppose I could do with a different position in the company. I suppose don't _have_ to be at the top all the time," she said reluctantly. That was when Balkan's smile became more smug.

"Actually, Nora... you would have to leave the company _permanently_ ," Balkan said. Nora felt as though a knife had been stabbed into her heart. "Unless, of course, you'd be willing to take an _entry-level_ position in Stark Industries," Balkan added in a thinly-veiled pompous manner.

Nora felt as though she'd been slapped across the face. "Y-You... you can't do this to me," she said. "My husband _built_ this company! I've been keeping it afloat since his death! Do you have any idea what I've done for this company? How much I've _SACRIFICED!?_ " Nora protested, her voice growing louder and more defensive with each statement.

"Nora, despite our recovery in the past month, we are still not fully secure at a financial level, and the investment offers we've been receiving lately are _paltry_ in comparison to what we used to receive before the serum incident. Our employees deserve stability, and this decision all but ensures their continued prosperity for years to come," Balkan said. Nora glanced around at the other members of the board, looking for anyone willing to stick up for her.

"You have until May twenty-fifth to resign willingly, Nora. Otherwise... we will take executive action and _force_ your resignation by the date of the deadline," Balkan said. He was practically oozing smug satisfaction with every syllable.

Nora looked to her right at Maximilian Fargas, a long-time friend of her husband. "Max, you can't let this happen. You can't just throw me out!" Nora pleaded. Max looked at Nora with shame and regret in his eyes.

"I'm sorry, Nora. But... Balkan's right. It's for the good of the company. You can... use me as a reference on your resume. I'll be sure to put in a good word for you," Fargas said apologetically.

"Nora, the board made this decision _unanimously_. You have no choice," Balkan said. Nora felt her heart sink. For the first time since her husband's death, she wanted to cry.

Meanwhile, sitting in his chair, Balkan quietly smiled as Nora began to crumble. He had finally managed to kick her out of the company. Victory was his.

* * *

 **The Osborne Manor, New York City, Later That Evening...**

Walking into the entry hall of her home, Helen Osborne sighed before making her way up the stairs and over to her bedroom. As she opened her door, she threw her backpack on the floor before throwing herself onto her bed. Band practice had been a rather long and tiring experience today, and Helen was eager for some rest.

However, she was also hungry. Hearing her stomach growl, she got up from her bed and made her way back into the hallway. As she approached the stairs to go back down to the kitchen, she noticed the light to her mother's room pouring out into the hallway from the open doorway. Curious, Helen made her way toward her mother's room.

"Mom?" Helen asked as she peered inside the doorway, only to see her mother sitting on the floor by her bed, nursing a glass of bourbon while tears streamed down her face. "Mom?" Helen asked with concern before she carefully approached her mother.

Nora looked up at her daughter with a tearful expression on her face. "Mom? Mom, what's wrong?" Helen asked her mother as she knelt down in front of her and carefully pried the glass out of Nora's hand, gently placing it on a nearby night stand.

"They did it. They finally did it," Nora croaked. "Balkan finally got rid of me," she added with a sob. Helen's eyes widened in response.

"Wait, _what!?_ " Helen asked her mother in disbelief.

"B-Balkan and the b-board of directors... went behind my...my back," Nora sobbed. "They signed a-a deal to sell the company to Stark Industries," she continued. "And I have to resign as CEO a-and l-leave the company by May twenty-fifth... or they'll force me out themselves," Nora choked out as she brought her knees up to her chin.

Helen gulped and leaned forward to embrace her mother in a hug. "It's okay, Mom," Helen said as she wrapped her arms around her mother's back. "You're the CEO. There must be something you can do to stall this or force Stark to sign a new contract, right?" Helen asked her mother.

Nora shook her head in response. "The board voted unanimously. They can just veto anything I try to do," Nora explained mournfully. "I'm out. I'm through," Nora said as she hugged her daughter back, resting her chin on her daughter's shoulder. "I'm sorry, Baby."

* * *

 **The Grant Household, New York, Tuesday Afternoon, April 24, 2040**

"Go for it, Tiiigeeerrrr!" Mary Jane sang into the microphone just as their song ended. She then frowned as she looked over at Helen, who was staring off into space. "Yo, Helen!" MJ snapped. Helen blinked and looked at her.

"Huh?" Helen asked absentmindedly.

"Where's the guitar solo!? You're supposed to do a solo with your keytar just as I hit the final note," MJ stated, crossing her arms and looking at Helen in annoyance.

"Oh," Helen said, her mind elsewhere. "Sorry, I'm just... I'll do better," Helen said. She then shook her head and took a deep breath.

MJ looked at her curiously. "Are you okay?" MJ asked Helen. Gwen looked over from her drums as Helen sighed. She glanced over at Glory, who shrugged her shoulders before looking back at Helen.

"It's nothing," Helen said. "Don't worry about it," she added as she readied her keytar.

"Are you sure?" Glory asked her with concern. Helen nodded her head in response. "Okay. If you say so," Glory said before reading her own keytar. Gwen slowly returned her focus to her drums as the group began the song again.

And, as before, Helen began to space out as her worries resurfaced. This time, she missed several notes before the end, prompting MJ to finally growl in frustration. "Okay, _what_ is going on, Helen!? Seriously, something's keeping you from focusing, so spit it out already!" MJ snapped at her.

Helen stepped back and gulped. "Em-Jay, cool it," Gwen said sternly, prompting MJ to glance at her incredulously.

"Gwen's right, you need to cool it," Glory said as she set down her keytar, causing MJ to finally relent. "Helen, what's going on?" she asked her bandmate in a concerned manner. Helen fidgeted from the attention, unsure of what to say.

"It's... nothing, guys. I'm just feeling kind of tired is all," Helen lied. Nobody believed her.

"Bullshit," MJ spat.

"Look, guys? We're not getting any further tonight, so why don't we just call it a night?" Glory suggested, placing a hand on MJ's shoulder. "We can pick up this weekend," she added.

"Alright," MJ said with a sigh.

As the band began cleaning up their gear and putting everything away, Gwen made her way over to Helen. "Hey, what's going on?" Gwen asked her friend. Helen just shook her head.

"It's nothing," Helen replied yet again.

"Oh, come on," Gwen retorted. "Helen, something's buggin' ya. You've been out of sorts all day," she added.

"Talk to me, Helen. What's going on?" Gwen asked her friend. Helen glanced over at Mary Jane and Glory, who were busy talking to each other, before she returned her attention to Gwen.

"My mom... is being forced to resign from Oscorp," Helen revealed. Gwen looked at her curiously. "The board of directors went behind her back and... they decided to sell the company to Stark Industries. But... Stark said that my mom has to resign from both her position as CEO _and_ the company itself for the deal to move forward," Helen continued.

"Well, your mom _is_ still the CEO. Can't she fight back?" Gwen asked her. Helen shook her head.

"They voted on it unanimously. None of them have her back, and she has to submit her resignation by the twenty-fifth of May," Helen said worriedly. "My mom was a wreck yesterday. When I came home, I found her crying in her room, sobbing like a baby," Helen added.

"She's done everything for this company, and now... they're just gonna throw her out like trash," Helen said with a frown. Gwen quietly nodded her head as she processed what Helen was saying. " _It isn't fair_ ," Helen spat.

"Well, maybe you can try speaking to Mister Stark and see if he'll change his mind," Gwen suggested.

Helen snorted indignantly. "Yeah? How am I gonna do _that?_ " she asked Gwen pointedly.

"Well... I don't know," Gwen replied sheepishly. _Wait... didn't I see some posters Monday night advertising some kind of science expo coming up? Yeah_ , Gwen thought to herself. _That's right, there's a science expo funded by Stark Industries taking place in May. Now if only I could remember where it's gonna happen_ , Gwen thought to herself.

"Helen... I have an idea," Gwen said with a smile.

"Go on," Helen implored her.

"I've seen advertisements around the city lately for some kind of big science expo or something that's being funded by Stark. I think it's supposed to happen some time in the middle of May. If we go there, maybe we'll find Mister Stark himself, and you can talk to him about changing the terms of your mother's resignation. Maybe he can find a position for her in his company or something," Gwen suggested.

Helen looked at Gwen curiously, before a smile spread out across her cheeks. "That's not a bad idea," Helen said in agreement, before her smile faded. "But I don't know if it'll work," she added with uncertainty in her voice.

"Well, it's worth a shot, right?" Gwen asked her in response.

"I guess so," Helen said. "Okay. We'll find out when the expo is supposed to start, and we'll take a trip to talk to Mister Stark," Helen said. Gwen smiled and held a fist in the air. Helen responded by fist-bumping her.

* * *

 **The Osborne Manor, New York City, Wednesday Night, April 25, 2040...**

Alone in her study, Nora sat at her computer, slowly browsing the internet for advice on how to update her resume, when she heard a strange echoing sound. Glancing up from her computer screen, she looked around the room. The noise soon became a faint mad cackle. Worried, Nora looked around, seeing various tribal masks that her late father-in-law had collected adorning the walls by the bookshelves.

 _ **Nora!**_

Nora stood up from her chair and turned around, looking worriedly around the room for the sound of the voice. "Who's there?" she asked nervously as she looked around.

 _ **Oh, Nooorraaaa!**_

Nora gulped as she searched for the source of the voice. "Where are you? Show yourself," Nora demanded of the voice. It sounded oddly familiar, though.

 _ **Over here, Nora! By the mirror**_ , the voice called out to her. Nora slowly stalked over to the mirror by a bookshelf and saw only her reflection staring back at her.

And then... her reflection winked. _**Here I am, Nora**_ , the reflection said to her. Nora stepped back in shock from the madly grinning reflection of herself.

 _ **What's wrong, Nora? You're acting like you've never seen me before**_ , the reflection admonished her, raising a hand in the air and wagging a finger at her. _**You scaredy cat**_ , the reflection teased her.

"What the hell?" Nora asked rhetorically.

 _ **Don't be shy, Nora. I'm here to help you**_ , the reflection said.

"W-What are you?" Nora asked her reflection fearfully.

 _ **What am I? Why, Nora, I'm your greatest creation**_ , the reflection replied with a smirk.

"My... creation?" Nora asked her reflection curiously. "What does _that_ mean? How did I create you?" Nora asked. The reflection frowned.

 _ **You don't remember? It was just last month, Nora. Helen was performing with her band at a club, and you were nursing some**_ ** _Guinness_** , the reflection recalled. Nora's eyes widened as the repressed memories began surfacing again, flooding back into her brain.

"Oh my god! The _serum!_ " Nora gasped. Her reflection grinned madly in response.

 _ **Bingo!**_

Nora felt a rush of different emotions flooding through her. "Oh my god. Oh my god... w-what've I done?" she asked herself fearfully.

 _ **What have you DONE? Nora, you've FREED yourself! Nora, look at me. Look at me**_ , the reflection said to her as she tried to look away. Nora looked her reflection in the eyes. _**Listen to me, Nora. We can do great things, you and I. I can do the things you can't, and say the things you won't**_.

Nora listened to her reflection as she spoke. _**Nora, I can help you take back what's yours**_ , the reflection said with a smile. Nora looked at her reflection curiously, before glancing over to another mirror across the room. She knew now what lied behind that other mirror.

"But... I'm out. The company made their decision. I can't overturn that," Nora said forlornly. The reflection rolled her eyes. "And then there's Helen. I've done what I can to save up for her college tuition, but I don't know how long I'll be without a job. What if I have to tap into that college fund just to keep ourselves afloat? Oh god, what's gonna happen to her health coverage!? She's listed as a beneficiary under my health plan, but with my resignation... will she still be covered? Will I have to switch over to a new provider?" Nora panicked.

"I should be able to stay on my current plan with Helen under me until I find a new job, but what if Balkan cuts that off? I know that bastard will try to find some loophole or excuse that'll let him get away with it. He'll do whatever he can to make things difficult for me, and Helen too," Nora ranted. "And I can't do anything about it," she added worriedly.

 _ **Maybe YOU can't... but I can. We can both right what's wrong. We can take back what's ours. All you have to do is let me guide the way**_ , the reflection said with a predatory grin.

"How?" Nora asked her reflection. "All I can do right now is just collect that final paycheck and put it away in the bank. What can either of us do?" Nora asked fretfully.

Nora's reflection grinned from ear to ear. _**Just do as I say, Nora, and all of our problems will disappear...**_

* * *

 **Empire State Expo Center, Brooklyn, New York City, Saturday, May 19, 2040**

Stepping off of the bus and onto the sidewalk, Gwen, and Helen made their way toward a large, grand facility with shining reflective windows. The Empire State Expo Center had been built shortly after the 2027 earthquake had devastated much of the area. Funded and constructed by Stark Industries, the expo center was leased to the city for various conventions and recreational events. During science fairs and expos, Stark Industries would allow other companies to have their own rooms and halls inside the building, but the nicest halls would always be used by Stark when showing off their own projects.

The building had several solar panels lining the roof and several bracing columns for additional structural support in the event of future earthquakes. The expo center had at least three floors above ground, and a large basement for emergencies. There were also multiple fire escapes on each floor and multiple emergency exits on the ground floor.

Gwen and Helen were both wearing casual clothes, with Helen wearing a yellow T-shirt and blue jeans, while Gwen was wearing blue jeans and a purple shirt partially covered by a green sweater with long sleeves.

As Gwen and Helen made their way to the front doors, the smell of food began to reach their noses, causing Gwen to smile. "Hey... I smell corn dogs," Gwen said hungrily. Helen rolled her eyes at Gwen.

"Focus, Gwen. We want to find out if Tony Stark is here in person. _Then_ you can go stuff your face," Helen said firmly.

"Gotch'a," Gwen said, nodding her head in agreement as the sound of people talking echoed throughout the interior of the expo center. More smells wafted through her nostrils, including pizza, burgers, hot dogs, funnel cakes, plastic, metal, rubber, and the various odors of the people around her. All around the interior there were advertisements for various tech companies, with signs pointing to which halls held which company.

Walking over to one sign, Gwen saw a map for the building. "Okay, it looks like room where Stark is showing off their own stuff is up on the next level. If Tony Stark is here, then that's where he's likely to be," she pointed out to Helen.

"Okay, how do we get there? Stairs or elevator?" Helen asked Gwen as she looked around the main lobby of the expo center, seeing various food stands and several display models of concept vehicles. There were a handful of elevators near a corner of the lobby, along with a small number of staircases being used by only a small number of people. There were, of course, a few security guards seen milling around near those staircases, but they didn't seem to be off-limits to anyone.

"I'd say we take the stairs to be safe. I'd rather not get cramped into a metal box filled with a dozen people at once," Gwen said in response. Helen nodded her head in agreement.

The two girls quickly made their way over to the nearest staircase, with Gwen nodding her head at a security guard near the door. The guard glanced at her and nodded his head in return as the girls made their way up the stairs. The staircase seemed to be connected to all of the levels of the building, although a sign was posted near the entrance of the set going to the basement, stating that expo activities were on ground level floors and above.

Helen and Gwen quickly made their way up the stairs to the second level and entered another large hall, one filled with mroe people and food stands. Gwen started drooling as she saw a burger stand over near the center of the hall. "There," Helen said as she pointed to the large set of doors with the Stark Industries logo plastered above them on a fancy-looking sign.

"That's where Stark should be," Helen said. "Let's go," she added. Helen began walking forward a dozen feet before she noticed that Gwen wasn't walking alongside her. Turning around, Helen noticed Gwen standing in front of a burger stand.

Helen growled in frustration before she started marching over to Gwen. "Gwen! Come on!" Helen snapped at her.

"Hold on a minute," Gwen said as she observed the menu of the burger stand. "Oh my god, they have a pineapple burger? I gotta try that," Gwen said.

"Gwen, you can eat later! We need to find Tony Stark!" Helen snapped. Gwen tore her gaze away from the menu and looked at Helen with a curious expression. "You were the one who suggested we come here in the first place, remember!?" Helen added in annoyance.

"Yeah, I know," Gwen replied, nodding her head. "But, come on. I didn't eat breakfast this morning," Gwen said in protest as Helen began tapping one shoe on the floor impatiently. "Just let me get this burger and we can go find Stark," Gwen said before the person in front of her was given their burger and walked away.

Helen brought a hand up to her forehead and groaned in frustration. Gwen quickly placed her order, handed the money to the cashier, and watched with anticipation as one of the cooks began working on the patty. The smell of the meat was intoxicating.

"You know what? I'll go find Stark myself," Helen said impatiently as she turned around and began stomping over to the room holding the Stark products. As Gwen continued waiting for her sandwich, she noticed someone walking up next to her. Turning her head, she saw the face of Peter Parker as he took a bite out of a hot dog.

"Peter? What are you doing here?" Gwen asked him as he chewed his hot dog.

"Um, Gwen, this is a science expo. Why _wouldn't_ I be here?" Peter retorted after swallowing his food. "Besides, what are _you_ doing here?" he then asked her.

"Oh, I'm here with Helen. We're gonna find Tony Stark and ask him to change his mind about making Helen's mom leave Oscorp," Gwen replied. Peter looked at her curiously.

"Um... I'm missing some context here," Peter said in confusion.

"Oh, Stark Industries just purchased Oscorp last month and the CEO demanded that Helen's mom step down from her own spot as CEO and leave the company. We're trying to see if Stark won't change his mind and let her stay with the company in some other position or something," Gwen explained.

Peter silently brought his hot dog up to his mouth and took another bite, slowly chewing on it while nodding his head in understanding.

 **Meanwhile...**

Inside the showroom for Stark Industries, Mendel Stromm was looking around nervously. He had to find Tony Stark and get the man to change his mind about Nora, but the presence of several Oscorp Board members was making this difficult. He could see Balkan speaking with Obadiah Stane over near a corner. Stane was busy chuckling at something Balkan was saying.

Stromm soon noticed another familiar face entering the room, only it wasn't an Oscorp or Stark Industries employee. He watched as the young woman maneuvered her way through throngs of people, a determined expression on her face. _She must be here to find Stark_ , Stromm thought to himself.

As Helen squeezed herself through several narrow gaps between various people, she soon found herself making her way to the wall. Looking around, Helen saw the face of Henry Balkan as he talked to a large bald man who appeared to be Obadiah Stane, the second-in-command of Stark Industries. _Should I try talking to him? No, I need to find Stark himself. Besides, Balkan is already talking to him and could try to make him ignore me. If I'm gonna do this, I need to find Tony Stark and corner him while he's alone_ , Helen thought to herself.

Just as she began looking around the room again, she saw a man with a nice suit, neatly combed jet black hair, and a familiar mustache and recognizable trim walk out the door of the room and into the hall. Helen quietly began making her way out of the room in an effort to follow him. Unbeknownst to her, both Stromm and Balkan had spotted her.

 **Back In The Hall...**

Walking toward a burger stand, Tony Stark hummed a happy little tune to himself. He smiled and waved at every person he passed by. As he neared the burger stand, he slowed down and looked around the hall at the various signs and displays for other tech companies and individuals hoping to gain recognition. The smell of food, however kept his focus on the burger stand ahead of him, where he noticed a girl with blonde hair and a green jacket talking to a boy with brown hair and glasses.

Approaching the duo, Tony cleared his throat to get their attention. The two teenagers looked at him, with the bespectacled boy's eyes widening in recognition. "Um, excuse me, but... are you in line?" Tony asked the girl courteously.

"I've already placed my order," she replied, nodding her head.

"Ah. What're ya getting?" Tony asked her as the cashier approached him.

"The pineapple burger," she replied. Tony raised an eyebrow and nodded his head.

"I've had that one before," Tony said to her. "It's pretty good. Personally, though? I prefer the Big Classic," he added. He then looked at the cashier. "Big Classic, please," Tony said. The cashier nodded his head and told the cooks, who were just finishing up the pineapple burger.

The man handed the wrapped-up sandwich to her and she eagerly held it up to herself for inspection, licking her lips in anticipation. "I'd give it a minute to cool first," Tony warned her. The girl nodded her head.

"By the way, what's your name?" he asked the girl curiously.

"Gwen," she replied as she unwrapped the burger and sniffed it.

"Well, Gwen, I'm Tony," Tony said.

"Tony _Stark_ ," the boy next to Gwen said enthusiastically. Tony smirked at the boy in response to the recognition.

"Right your are!" Tony said with a grin as he held out his hand. "And you are...?" Tony asked the boy as he shook his free hand.

"Peter. Uh, Parker. Peter Parker," Peter replied nervously. Tony smiled and nodded his head at Peter.

"You into science, Pete?" Tony asked him in a friendly manner.

Peter nodded his head enthusiastically. "Oh, boy yeah," Peter replied. "I've been a science nerd since elementary school," he added.

"Really? Have any idols?" Tony asked him. Peter nodded his head in response.

"Hm. Is it someone I might know?" Tony asked him eagerly, expecting the answer to be that Peter was looking right at him.

"Well, how well do you know Reed Richards?" Peter asked him in response. Tony faltered ever so slightly.

"Uh... R-Reed, um... Reed Richards?" Tony asked Peter, somewhat surprised.

"Yeah. I'm actually studying a lot of his work with physics. Do you know that he's been contracted by the Department of Energy to work on a new source of renewable energy for the past five years? According to the newest issue of Science Now, Richards is working with John and Olivia Octavius," Peter said excitedly.

Tony blinked at Peter. "Um... y-yeah, wow. That's, uh... that's really e-extraordinary," Tony said, stammering slightly. Hearing Peter gush about Reed Richards instead of _him_ had caught him off guard.

Meanwhile, Gwen decided that her burger had finally had enough time to cool down. She opened her mouth and took a large bite out of the sandwich. Immediately, her gaze softened, her muscles relaxed, and her chewing began to slow down as her lips curved upward in a smile while she chewed. She felt at peace with herself and the universe as she slowly chewed on the most delicious burger she had eaten... in the last two months.

As Gwen slowly ate her food, she noticed Helen making her way through the throngs of people in the hall, her steely gaze fixated on Tony Stark. Gwen raised a hand and waved at Helen as she approached them, while Peter continued unintentionally bruising Tony Stark's ego by praising Reed Richards. Helen didn't seem to notice Gwen waving as she continued her march toward Tony Stark.

Tony soon noticed the dark-haired girl approaching him from the corner of his peripheral vision, and he turned his head to face her. She didn't seem pleased to see him, but he had never met her before, so he was a bit curious about that. "Um, hello," Tony said politely as he held out a hand for the girl to shake.

"Mister Stark, right?" she asked him tersely. Tony nodded his head, noting the slightly cold tone of voice the girl was using. "Is something wrong?" he asked her carefully.

"My name is Helen Osborne," she said, fixing him with a glare. Tony's eyes widened slightly at the name. "You made my mother _cry_ ," she added with a frown.

Tony blinked in confusion. _I... I did what? Wait a minute... is this about her mother's rejection of my offer?_ "Um, okay. Your mother is... Nora Osborne, right?" Tony asked Helen cautiously.

"Yes. And you made her cry. You forced her out of her job at Oscorp," Helen replied curtly, her eyes boring into Tony's with a stone-cold glare. Tony raised an eyebrow at her.

"Forced her out? I only said she had to step down as CEO so as to prevent conflicts within the company. I never said she had to leave Oscorp permanently," Tony said.

"Liar!" Helen shot back. "The board of directors told her that you wanted her to leave the company permanently!" she added. Tony tilted his head in confusion at the girl.

"Um... _what?_ No, I told Mister Balkan that Nora was welcome to take a position as Director of the Special Projects division, which is what Oscorp will be designated as within Stark Industries following the merger. While she wouldn't be CEO anymore, she'd still be in charge of what the Oscorp Division does. She'd just have to answer to others higher up, but according to Mister Balkan, she rejected the offer and decided to resign instead," Tony explained.

This time, Helen was the one who was confused. "Wait... how many board members did you speak with when you decided to buy Oscorp?" Helen asked him.

"I only spoke with Mister Balkan, but since he's the senior-most member of the board, I figured he would pass everything down to the rest," Tony replied.

Helen's face soon softened as realization dawned on her. "Oh. Oh my god," she muttered as she brought a hand up to her face. "Oh my god. Balkan? You only spoke with _Balkan?_ " Helen asked him.

"Uh... yeah. That's what I just said," Tony replied, nodding his head. Gwen continued eating her burger as she watched Tony and Helen speak with one another, while Peter stood quietly nearby, looking around awkwardly.

"Mister Stark... Mister Balkan has been after my mother's blood for years," Helen said. "He was hoping to become CEO of Oscorp after my father died, but when my mother was selected, he made it his mission to find a way to get rid of her," Helen explained. Tony slowly absorbed the information given to him.

"I see," Tony said as he realized what had happened. "I gave Mister Balkan the perfect chance to get rid of her, didn't I?" he asked Helen. She nodded her head in response. Taking a deep breath, Tony reached into one of his suit pockets and pulled out a small rectangular card.

"Here. Give this to your mother," Tony said as he handed a small card to Helen. "Tell her that there was a miscommunication, and that I would be glad to speak with her over the phone or in person to work out the details of her, hopefully, staying with the company in a new position," Tony said as Helen pocketed the card.

"Now, if you'll excuse me, I need to go find Mister Balkan and have a discussion with him," Tony said firmly as he looked over to the Stark Industries showroom. He could see Stane and Balkan slowly making their way out of the room toward him. "A very _serious_ discussion," he added with a scowl as he began marching toward the two men.

As Tony walked away, Helen turned to look at Gwen, who was still eating her burger. "Thanks for all the help," Helen said sarcastically. Gwen simply smiled contently and nodded her head as she continued chewing and swallowing her food. "Is that thing really that good?" Helen asked Gwen after a minute.

Gwen eagerly nodded her head in response. Helen crossed her arms as a thoughtful expression overcame her face. "Well... [sigh] okay. Why not?" Helen asked herself before walking over to the counter of the burger stand.

"Hi, Helen," Peter said after a minute, causing Helen to nearly jump out of her skin.

" _Jesus!_ Don't scare people like that!" Helen shrieked at Peter as she quickly turned to look at him. Peter blinked at her in confusion.

"I...I'm sorry. I thought you'd noticed me earlier," Peter said timidly.

"By the way, what are you doing here?" Helen asked Peter.

Peter looked at her strangely. "Um... it's a science expo. Why _wouldn't_ I be here?" Peter replied. Gwen nodded her head in agreement with Peter as she finished the last few bites of her burger, prompting Helen to roll her eyes and nod her head.

"Right," Helen said, before turning around and stepping over to the counter of the burger stand. At that moment, Tony's sandwich had just finished being made.

"I'll take it over to him," Gwen said as she glanced over at the man. "Besides... I could use some entertainment," she added under her breath as she started carrying the wrapped sandwich over to the three men. The idea of watching three grown men bicker was not exactly the definition of entertainment, but it would at least give her something to do until Helen decided to leave the Expo.

Meanwhile, Tony had just reached Stane and Balkan. "Hello again, Mister Balkan," Tony said with a clearly unhappy tone of voice. Balkan noticed Helen standing by the burger stand in the background and tried to hold back his frown.

"Hello again, Mister Stark," Balkan said as courteously as possible. Stane glanced between the two men, confused as to why Tony's attitude had changed.

"Tony, is something wrong?" Stane asked him.

"Oh, I'm about to find out," Tony said as he looked Balkan in the eyes. "So, Balkan, did you actually tell Nora Osborne my offer, or did you _lie_ to her so that she would leave the company and let you take over?" Tony asked him pointedly.

"What!?" Stane asked Tony incredulously. "Tony, what the hell are you talking about? What makes you think Henry here lied about anything?" he asked his employer.

"Well, I just had a very interesting discussion with a young Helen Osborne about your... _history_ , so to speak, with her mother," Tony said. He stared Balkan in the eyes, looking for signs of dishonesty.

"And you're going to believe the daughter of that woman over a man who has been loyal to his company for decades?" Balkan asked Tony, trying to keep his tone in check.

"Well, you're clearly willing to sell your company to me, so you can't be _that_ loyal," Tony retorted with a smug grin. "Besides, I've given my card to Helen, so her mother can talk to me directly over the phone or wherever and I can, and _will_ , find out if you actually told her the truth about my offer, or if you lied to her," Tony added.

Balkan let out a small grunt of anger. "That woman will bring nothing but ruin to you and the rest of us if she stays with the company. The best thing you can do is keep her away from Oscorp and Stark Industries," Balkan said firmly as he glared at Tony.

"I think I'll decide that for myself," Tony said with a sneer. "After all, _I_ get to decide if I want to go through with buying your company or not." Balkan frowned at Tony, while Stane just scratched his head in confusion at the entire situation.

"Hey, Mister Stark!" Gwen called out as she reached the three men. They all turned to look at her. She then raised her hand and held out Tony's still-wrapped burger. "You forgot this," she said to him.

Tony blinked at her and coughed indignantly in embarrassment before slowly reaching out the take the burger from Gwen's hand.

"And, uh, I take it that you're Helen Osborne?" Stane asked Gwen. Tony, Balkan, and Gwen all turned to look at the man in equal condescension.

"No, Mister Stane," Balkan said with a sigh. "This girl is blonde, while Helen Osborne is a dark brunette," he added as clarification for him. Stane's eyes widened and he briefly looked away and chuckled nervously in embarrassment.

"S-Sorry about that, ma'am," Stane said to Gwen after he turned to look at her.

"No problem," Gwen said. "Apology accepted," she then added as an afterthought.

"Right. Now, what were we talking about again?" Stane asked Tony and Balkan. Tony immediately returned to sniping at Balkan for his lies, while Balkan responded by blaming Nora for all of Oscorp's recent failings.

Meanwhile, as Gwen stepped away from the three arguing men, she began to feel the hairs on the back of her neck stand up as her spider sense immediately kicked into high gear. She looked around the hall of the expo center, scanning for signs of danger. After a few more seconds, her entire body was on alert and her eyes were quickly widening as she glanced over at the windows of the building, where the sensation of danger felt the strongest.

Gwen stared at the window for a few seconds, anxiously waiting in anticipation. Just as Gwen opened her mouth to say something, the windows and the walls surrounding them exploded in a shower of glass, smoke, and debris. People screamed and dove for cover as they were showered with burnt debris and glass, while more people exited the various showrooms to investigate the commotion.

People scattered as the smoke and dust cleared, while a mad cackling could be heard emanating from the hole in the wall. Gwen looked on with wide eyes as a shape emerged from the smoke, hovering in the air. Said shape soon took on the form of an armored person on some kind of hoverboard, like a comic book character come to life.

As soon as Gwen snapped out of her stupor she looked around and saw Peter and Helen hiding behind the burger stand, neither of them appearing to be injured. _Good_ , Gwen thought to herself as she quickly noticed a sign for a restroom near the elevator. She quickly began running toward the restroom as she grabbed hold of her jacket and prepared to change into her costume the moment she could get herself secluded in a bathroom stall.

Meanwhile, everyone else in the large hall watched as the smoke and dust settled, revealing an armored menace with a goblin-shaped helmet or mask on their head. The armor of the suit was green, but also polychromal, with a slight purple tint showing up when reflected from certain angles in the light. The Goblin had a utility belt looped around her waist, just underneath a purple tunic lined with pockets that covered their already-armored torso. A purple loincloth hung down over the groin region, just below the utility belt, to complete the medieval appearance of the armored villain, while the yellow-orange eye covers on their mask made it impossible for anyone to tell where the Goblin was looking.

" _ **HEEELLLOOOOO, BOYS AND GIRLS!**_ " the Goblin cackled as she rode her glider into the hall. Everyone backed away in fear, with people tripping over themselves and crawling along the floor to find safe hiding spots.

" _My god_ ," Balkan muttered in shock. " _That... that's our glider_ ," he said in fearful realization. _B-But then, that means..._ " _OH MY GOD!_ "

The Goblin turned her head to look in the direction of Balkan's voice. " _ **AH! There you are!**_ " she sang with glee before reached back and grabbing a small orange sphere from her utility belt. She held it up in her gloved hand and pressed a button before throwing it into the air. The orange ball soon produced a series of spinning blades as it flew through the air and spun around at high speed, heading straight for Henry Balkan.

Balkan's eyes widened as the small spinner flew through the air, before gasping as it sliced his throat, spraying blood everywhere. Tony and Stane both dove to the floor and crawled over to hide behind a potted plant and bench nearby. "Stane, what the hell's going on!?" Tony asked in a panicked tone.

"I don't know!" Stane replied fearfully. "Where the hell is security!?" he cried out as he saw the Goblin retrieve the spinning death ball as it returned to her. Just then, five security guards appeared near a showroom doorway.

"Freeze!" one of them shouted as he held up his service pistol. The Goblin snickered before retrieving another orange ball and throwing it at the five men. The small orange sphere lit up and then exploded, sending shrapnel flying everywhere and cutting the men to ribbons. At this point, everyone in the halls had begun to run around in a panic.

The Goblin then turned to see more Oscorp board members running away, only to activate a small turret on the underside of her glider and target them through her helmet's display system. " _ **BYE BYE!**_ " she exclaimed gleefully as she opened fire, sending streams of hot lead into the black suits of the board members. The men and women screamed as they fell, bleeding, to the floor.

Meanwhile, Tony and Stane had gotten up and were rushing over to an emergency exit. "Come on, get everyone out of here!" Tony shouted as he held the door open for the various visitors of the expo. "Watch the steps! Watch your step! Watch your step!" he added as he ushered person after person into the stairwell.

" _ **Ah, Stark!**_ " the Goblin exclaimed excitedly as she turned her attention to him. Tony gasped and looked at the Goblin fearfully. " _ **It's your turn now!**_ " she exclaimed as she began gliding toward him.

Tony glanced at the people he was ushering to safety. If he stayed at the door, they'd be caught in the attack. "Stane! Stay with these people! Get them out of here!" Tony shouted as he ran away from the door to draw the Goblin away from the others.

"Tony!" Stane shouted. "Tony! What are you _doing!?_ " he asked incredulously as Tony dove for cover behind a large trash bin.

Tony looked out from his cover and saw the Goblin raise up a sharp metal pike from her glider. He gulped as he saw her raise her arm back and prepare to throw it. "Oh shit! What the hell was I _thinking!?_ " Tony asked himself.

His eyes widened just as the Goblin threw her arm forward and let go of the pike, only for it to fly backward from her grip. Tony blinked in surprise, while the Goblin looked at her empty hand in confusion. " _ **What the hell!?**_ " she asked in disbelief.

"Looking for something?" a female voice asked from behind her. The Goblin turned around and narrowed her eyes at the black and white costumed figure hanging from the ceiling. "You know, the Renaissance festival doesn't start until August," Spider-Woman said while holding the pike in one hand.

"I think I'll keep this somewhere safe until then," Spider-Woman added before she began spreading some webbing over the spear and sticking it to the ceiling. "That should hold it for a while. _Now_ , let's figure out what to do with you," she added with a stern tone.

" _ **The Spider**_ ," Goblin spat in contempt.

"Woman. Spider- _Woman_ ," she corrected her. "And you are... I dunno, some kind of goblin or something?" she asked the Goblin.

The Goblin didn't respond. "I'll take that as a yes," Spider-Woman said. "So, Goblin, do you want to let me to wrap you up nice and pretty for the cops, or should I beat you into submission first?" Spider-Woman asked her.

The Goblin pressed a button on her wrist pad and the small turret on her glider came to life.

"Oh shit," Spider-Woman muttered in response. She then sprang from her spot on the ceiling as the Goblin opened fire, filling the panel with holes. She ran across the ceiling before reaching out and shooting a web rope at a nearby wall to sling away before twisting herself mid-air to land with all four limbs on the wall.

The Goblin turned her glider and deactivated the turret before speeding forward, pressing another button to activate a pair of metal blades on the underside of the glider. Spider-Woman quickly leapt from her spot on the wall to plant herself on the ceiling before leaping onto the top of a burger stand. She then leapt backward to crouch on the floor before noticing Helen and Peter hiding under a metal bench.

 _Oh, come on! You idiots couldn't run with everyone else!? Give me a fucking break_ , Gwen thought to herself as she saw her two friends cowering together. " _ **FOUND YOU!**_ " The Goblin exclaimed before pulling two Goblin Blades out of her belt and throwing them into the air. The small orange spheres sprang to life and flew forward, prompting Spider-Woman to make a dash for the bench and leap over it.

She then turned her head and noticed the spinning blades maneuvering to go under the bench. " _No!_ " she exclaimed in horror before she leapt onto the ceiling and shot her arms out to shoot two streams of webbing down at the bench. She then twirling herself around and pulled at the bench, tilting it to knock it over and provide cover for her friends.

At that moment, the Goblin sped forward and slammed herself into Spider-Woman, knocking the younger female to the ground as the spinning blades sped upwards to avoid the bench and sliced a metal pole with a series of directional signs on it. The pole fell over and crashed between Peter and Helen, causing Helen to shriek in fright.

Spider-Woman shot out a stream of web to catch the blades and pull them into each other, causing both instruments of death to tear their blades into one another and break apart. At that moment, the Goblin grabbed Spider-Woman and pulled her up onto her glider. "Thanks for the lift. What's the fare?" Spider-Woman asked the Goblin, only to receive a punch to face.

Crying out in pain, Spider-Woman grappled with the Goblin before she punched her in the gut as well. "Oof!" Spider-Woman let out from the impact of the Goblin's fist against her abdomen. Goblin then backhanded her across the face. "Ack!" she let out painfully before the Goblin pulled and arm back and slugged her.

Spider-Woman fell from the glider before grabbing onto the bottom and swinging herself back up around behind the Goblin. She quickly kicked at the back of the Goblin's legs. The Goblin stumbled before producing a blade from her left arm and swinging forward, making a shallow cut into Spider-Woman's side and costume as the heroine quickly turned herself just in time to avoid all but the tip of the blade.

The sting of the cut, however, threw her off balance, and the Goblin was able to kick her off of the glider and send her falling to the floor. Spider-Woman quickly shot a web rope at a nearby wall and pulled herself onto it, reaching down with her right hand to feel her left side and look at a the blood. " _Fuck!_ " she swore before she looked back up at the Goblin.

The Goblin then realigned her glider and rushed forward, forcing Gwen to shoot a web rope to hoist herself up to the ceiling. The Goblin crouched and pulled glider up before using the blades of her vehicle to slice through the webbing. Behind her mask, Gwen's eyes widened in shock as she fell to the floor. She quickly rolled over onto her side and stood up, only to hiss from her wound as she stretched.

The Goblin then turned around and swooped down, aiming her blades at Spider-Woman. Spider-Woman then held up her arms and shot her webbing at the bottom of the glider, doing her best to avoid the blades. Once her ropes were secured, she held on tight and rushed forward, sliding across the floor and pulling back on the web ropes.

The glider halted and sent the Goblin flying through the air before she crashed into the ground, while the airborne vehicle soon powered down and fell to the floor. Pushing herself up, the Goblin groaned before turning around and looking over at Spider-Woman, her orange eye covers concealing the anger and hatred burning in her eyes. " _ **You little bitch**_ ," the Goblin spat at Spider-Woman contemptuously.

"Look who's talking!" Spider-Woman shot back at her before she shot out a rope of web at the green armored villain's legs. She grinned beneath her mask as she pulled the Goblin out from under her feet and brought her in toward her before grabbing her legs and lifting her into the air as she spun herself, and by extension the Goblin, in a circular fashion. "Tell me something; Can you fly _without_ the glider?" Spider-Woman asked the Goblin before she let go of her legs.

The Goblin sailed through the air with a cry before crashing into a hot dog stand. "Hm... _nope_. I guess not," Spider-Woman said to herself as she slowly began marching over to the wrecked hot dog stand. She reached down to feel her side and noticed that her injury was already starting to heal itself. " _Huh_ ," she muttered in fascination, before she heard the creaking and groaning of plastic and wooden planks shifting beneath the weight of her foe.

The Goblin soon stood up from the wreckage of the hot dog stand, soft buns and mustard bottles falling to the floor and getting squished beneath her armored feet as she turned around to face Spider-Woman. " **It seems I underestimated you** ," Goblin said.

"That you did. Now, we can do this the easy way or the hard way," Spider-Woman said as she approached the Green Goblin. "I personally prefer the way where I just wrap you up in a web and leave you hanging from the side of the building," she added, smirking under her mask.

" **Oh, I don't think so** ," the Goblin said, shaking her head in disagreement before pulling out a small pumpkin grenade. Spider-Woman poised herself with her fingers near her wrists, ready to catch the next grenade with her webs. " _ **Careful!**_ **This one is** _ **incendiary**_ ," the Goblin warned. Spider-Woman stopped in her tracks, her eyes widening behind her mask.

" **I've got enough to set your ass on fire, along with everyone else here. Even those two over there** ," the Goblin said as she pointed beyond Spider-Woman to Peter and Helen near the burger stand, both of whom were frozen in fear. The Goblin then returned her focus to Spider-Woman. " **Actually, you know what? Screw 'em anyway!** " she said with a cackle before throwing the pumpkin grenade in their direction, sailing past Spider-Woman.

" _ **NO!**_ " Spider-Woman cried out as she shot a web toward the orange grenade, missing by centimeters. Her eyes widened and she shot out streams of webbing at Helen and Peter, sticking both of them before pulling them in her direction. "Whoa!" Peter yelled out as he finally realized what was happening.

Spider-Woman jumped into the air as she pulled the two teens toward her before landing in front of them to shield them. "Oh my god!" Helen cried out fearfully as Gwen shot a rope out at the overturned bench and pulled it back into her hands, holding it up just as the pumpkin grenade bounced on the floor and detonated.

Helen screamed in fear as Spider-Woman held the metal bench in front of herself, using her own body as extra shielding to protect Helen and Peter from the explosion and its extra flames as they spread around her. Gwen grunted in pain and screamed through gritted teeth as the heat washed over her, her costume bearing the brunt of it but the cut in the side allowing the searing heat to still affect her.

The Goblin quickly snapped her head to look at Helen as she heard the girl scream. For a brief moment, a sensation of recognition flickered inside the Goblin's brain. _Girl? Girl? He-Helen?_ _Helen? Helen? Helen! Helen! Oh my god, Helen!_

Just as Nora opened her mouth to say Helen's name, the Goblin took control again and forced Nora back into the recesses of her mind. The Goblin quickly called the glider back to her and hopped aboard as she prepared to flee. She then took one last look at Spider-Woman as she dropped the metal bench once the fire had died.

Spider-Woman let out a sigh of relief before turning to look at Peter and Helen. They were both staring wide-eyed at her. "A-Are... are you guys okay?" she asked them. Peter blinked and glanced around the room before pinching himself to make sure he was still alive. Helen's jaw simply dropped in awe at Spider-Woman for having both saved her life and put herself in harm's way.

" **I'll see you later, Spider-Bitch!** " the Goblin called out as she neared the hole she had made earlier. Spider-Woman snapped her head over to look at the Goblin. " _ **Save some barbecue for me!**_ " Goblin added with a cackle as she turned the glider around.

" _Oh, like HELL you're getting away!_ " Spider-Woman snapped angrily. She quickly shot out a rope of web at the underside of the Goblin's glider. She soon found herself being pulled into the air as the fiend took off and exited the Expo Center. Spider-Woman dangled from the underside of the glider thanks to her rope web as the Goblin sped through the air.

The Goblin looked down to see Spider-Woman dangling below her. " _ **Oh, you just don't know when to quit!**_ **Well then, how do ya like** _ **THIS!?**_ " the Goblin spat as she activated locking mechanisms on the glider to keep her feet in place while she turned the vehicle on its side before shooting down toward a busy street.

Spider-Woman's eyes widened beneath her mask as she pulled herself up and swung herself around to avoid several fast-moving trucks on the road. "Shit! Shit! Shit! Shiiiiiiit!" she screamed before using her legs to run across the top of a particularly tall truck.

She then shot out an arm and sprayed a web-rope at the back of the Goblin before pulling herself up to land on the top of the glider. " _ **Ah-ah-ah! No free rides!**_ " the Goblin quipped before spinning the glider from side to side. Spider-Woman simply held on to the vehicle as it flipped over and over, before the Goblin stopped spinning and shot towards a building.

The Goblin then pulled the glider upward to fly parallel to the side of the building as they both raced into the skyline. The wind whipped past the two opponents as they went higher and higher into the air. Spider-Woman's hood caught the air and got pulled back to reveal her fully white mask, while the pull of the air against her hood forced her to take more aggressive action.

Spider-Woman quickly grabbed the Goblin's helmet and pulled back on it, forcing her opponent to cry out before elbowing her in the gut in retaliation. " _ **Rraaggh!**_ " the Goblin snarled as Spider-Woman held on tight. She then turned the glider and shot downward toward the streets below.

The air rushed past both opponents yet again, with Spider-Woman still holding on as firmly as possible as the Goblin continued elbowing her in the ribs and stomach. Eventually, the punishment reached the point where Spider-Woman had to let go and hold herself as she groaned in pain while the glider slowed down. After a few seconds of heavy breathing, Spider-Woman felt her second wind coming back to her, and she grabbed onto the Goblin yet again.

As the glider neared the tops of the cars moving along the street, it pulled up and straightened out, while the Goblin and Spider-Woman grappled with one another as the Goblin unlocked the foot latches on the glider to turn herself around. Spider-Woman punched the Goblin in the gut, before the Goblin kneed her in the groin. "Ow, _my pussy!_ " Spider-Woman cried out in pain.

" _ **Ha! Try pushing a baby through there, Spidey! THEN you can whine about how much it hurts!**_ " the Goblin quipped before she grabbed Spider-Woman's masked face and slammed her helmet into her head, causing the masked heroine to stagger. " _ **Want some more!?**_ " the Goblin teased her before reactivating both arm blades and slicing into Spider-Woman's arms.

"Aaah!" Spider-Woman cried out painfully as she leaned herself back to let the next swing of blades fly over her. She then inspected her arms, seeing large gashes in them bleeding out through her suit. Still leaning herself half-way off the glider, she shot out two ropes of webbing at the Goblin's arms, only for the Goblin to twist her arms so that her blades sliced through the webbing on the opposite arms, freeing her.

" **So, it would seem that your webs** _ **do**_ **have a weakness to them** ," the Goblin sneered. Spider-Woman looked over the Goblin's shoulder and gasped. " **What?** " the Goblin asked her before turning to look back around. " _ **OH SHIT!**_ " Both opponents screamed as the glider nearly plowed into a train before the Goblin pulled it upward at the last second, narrowly avoiding the screaming monorail train as the glider sped over it.

Once they were clear, the Goblin craned her neck to look back, only to see that Spider-Woman had disappeared. Nora glanced around at the buildings around her as she slowed the glider down a bit. " **Now, where did you go?** " the Goblin asked rhetorically before she turned around to face forward on the glider.

As soon as she did, she saw Spider-Woman standing directly in front of her with an arm extended, just before a glob of webbing covered her helmet. " _ **GYAAAAAAGGHHG!**_ " she cried out in frustration before she grabbed the white glob and pulled it away from her helmet. She shot her arm forward to slug the younger female.

Spider-Woman caught the punch, only for the Goblin to crouch and deliver another blow to her midsection. "Aargh!" Spider-Woman cried out in pain before the Goblin grabbed her by the arm and twisted it, causing her to cry out again. The Goblin then let go of the arm only to punch Spider-Woman in the face again, this time disorienting the younger female before kicking her off the glider.

Spider-Woman quickly regained her senses and shot out a rope of web at a nearby building before swinging herself around to try catching up to the Goblin again. The Goblin cackled as she sped up her glider and turned a corner, disappearing from Spider-Woman's vision. Spider-Woman quickly shot another web rope to swing herself around to the corner of that building, only to find that the Goblin had effectively disappeared.

"Shit!" she swore as she clung to the side of a building. She quickly began crawling up the side before pulling herself up onto the roof and looking around the cityscape for signs of the green menace. The Goblin was nowhere to be seen or heard. She had vanished.

"Dammit," she muttered in frustration before she started turning around. "Wait a minute... the Expo! Shit, I gotta get back there!" she scolded herself before she started web-slinging her way back across the city. As she did, she began thinking of various excuses to tell her friends for why she had disappeared.

 _Tell them I hid in the bathroom? Maybe. Tell them I just... ran away? I suppose, buuuut... ah, screw it! I'll just tell them I was hiding in the bathroom_ , Gwen thought to herself. _Still... who the hell was that goblin-looking bitch? She can't be a normal human. Is she like me? Did she get superpowers in a lab accident or something? Or maybe she's a mutant? Whoever she is, I've got a bad feeling this won't be the last I've seen of her_.

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _**The Spectacular Spider-Woman**_ , Gwen and Nora meet again in person, with neither of them knowing the other's secret identity... for now.

* * *

Author's Notes: Sorry for the delay everybody! I've been busy lately.

So, the Green Goblin's final form is now a combination of the 2002 movie suit and the traditional tunic outfit, but without the hood. I mean, the helmet already has a point on the back of it, so why bother with that?

I'd also like to say that I had initially planned this to be two chapters, but the first half was simply Nora getting the boot and then planning her attack... which was extremely short and not even half of a full chapter on its own, so I combined it with the second half to form one big chapter.

As you can all tell, despite my belief that Iron Man is often over-exposed these days, I do believe that Tony Stark can be a likable character if he's used sparingly and is well written. In this particular series, I still plan on making Tony a victim of his vices like in the movies, but I'm not going to give him more focus than necessary. This is, after all, _Gwen's_ story.

And, of course, the Green Goblin and Spider-Woman have finally had their first battle. I didn't want to make this a carbon copy of the battle seen in the 2002 film, but I did want to include certain elements of it, such as the Goblin killing various members of the Oscorp Board of Directors in revenge.

Also, this battle showcased Gwen's minor regenerative abilities for the first time in an obvious manner. Gwen doesn't have Wolverine levels of healing, but she is still faster than most normal people when it comes to healing her wounds. The rate of her healing, however, depends on the depth and severity of the wound itself, though. The deeper the wound, the longer it takes to heal. A paper cut can heal in seconds, while a deep gash (like the ones she received from the Goblin during their fight) can take several hours (if she stays still and doesn't reopen it) or even 1-2 days (if she _doesn't_ stay still and keeps agitating it).

As always, please be sure to let me know what you think of the chapter and/or story so far in your reviews!


	9. Plot Of The Goblin

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

In this chapter, Gwen and Nora meet face to face again, both initially unaware of the other's identity as their opponent.

I must apologize for the delay in chapter postings, but I've been somewhat busy lately, what with news of Halo MCC coming to PC this year sending me into a frenzy of making and playing Halo CE and Halo 2 PC mods in preparation for the glorious moment that the fandom's great journey is completed on the PC through Steam!

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Halo 2_ (2004) by Martin O'Donnell & Michael Salvatori, and _Can't Buy Me Love_ (1987) by Robert Folk.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) - Complete Score **:** _Deadline_ , _Specter Of The Goblin_ , _Norman's Troubles_ , _Drop of Blood_ , _Revelation_ , _The Clues_ , _Harsh Words_ , .

Music From _Halo 2_ (2004) - Complete Soundtrack: _Respite_ , _Rue And Woe_ , _Peril_ , _Flawed Legacy_ , .

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Siberia_ , _Broken Moon_.

 **Track Order Listing**

 **01**. _Flawed Legacy_ (Gwen returns to expo center/Gwen's lie), **02**. _Drop Of Blood_ (Nora's Anger), **03**. _The Clues_ (Nora and Goblin plot), **04**. _Revelation_ (Gwen's realization).

* * *

 **CHAPTER 009: Plot of the Goblin**

* * *

 **Empire State Expo Center, Brooklyn, New York City, Saturday Afternoon, May 19, 2040**

Slipping inside the expo center, Gwen quickly made her way back into the bathroom she had changed in earlier and redressed herself in her casual clothes, keeping them on top of her costume and hiding her mask and gloves. She then quickly grabbed her shoes from their hiding spot on the ceiling before slipping them on. Then, she made her way out into the hallway and placed some dirt and dust on her clothes and face to make it seem like she had actually remained in the building the whole time.

Peering out of the doorway, Gwen checked to see if anyone else was still in the hall. Seeing that the floor was still abandoned, Gwen dashed over to the stair case. _Okay, remember, Gwen. You were hiding in the bathroom during the attack. That's your story if anyone asks, and you're sticking to it_ , she mentally told herself.

Gwen quickly made her way down the stairs to the first floor, where police and paramedics were checking on everyone who had been gathered in the main hall. Looking around, Gwen quickly found Helen and Peter sitting on a bench. "Helen! Peter!" Gwen called out as she ran toward them.

Helen and Peter quickly glanced over in Gwen's direction with wide eyes. "Gwen? Gwen, where the hell have you been!? We couldn't find you anywhere after that... _thing_ attacked," Helen said worriedly.

"I was... I was hiding in the bathroom," Gwen lied. Peter and Helen both looked at her incredulously. "Well... I was!" Gwen added defensively. "You saw that thing earlier! Besides, I got hit by some debris when it blew a hole in the building," she added. "I just... ran."

"Yeah. What was that thing? It was like some kind of living tank with that armor," Peter said in agreement as he nodded his head. "At least Spider-Woman showed up when she did," he added.

"Spider-Woman? She was here?" Gwen asked Peter. Peter nodded his head in response.

"Yeah. She saved our lives and then drove that... Goblin away," he added. Gwen nodded her head in understanding. "If it weren't for her... we'd probably be dead."

"Probably. So, are you guys okay? Are either of you hurt?" Gwen asked them with concern in her voice.

"Physically? Yeah, I think so," Helen replied tersely. "Although, it would have been nice knowing that you weren't _dead_ half the time," she added sharply. Gwen briefly looked away in shame before clearing her throat.

"W-Well... I told you, I was scared and I ran into the bathroom to hide," Gwen lied once again. "I'm sorry. I just... I wasn't thinking. I just wanted to run away and hide," she added apologetically.

" _Peter!_ " a familiar voice soon called out from the crowd. The trio turned to see Benjamin Parker making his way over to them. "Peter! Are you okay!?" Ben asked his nephew as he rushed over to him. "I got your text and rushed over here as soon as I could," he added as he looked Peter up and down for signs of serious injury.

"I'm fine, Uncle Ben," Peter said. Ben nodded his head in acceptance before looking at Helen and Gwen. "Are you two okay? Are either of you hurt?" he asked them.

"We're fine," Helen replied. Ben looked her up and down before switching his focus to Gwen, who was covered in dust and dirt.

"I'm a little scuffed, but I'll live. I got hit by some debris when that Goblin blew a hole in the building," Gwen lied once again to explain her appearance.

"Do you need to see a doctor?" Ben asked her worriedly.

"No," Gwen said, shaking her head. "I'm good. I'm good. Thanks for asking, though."

Ben slowly nodded his head. "Alright. If you say so," he said before looking at Peter. "Okay, Pete? Why don't we go home?" Ben suggested as he put a hand on Peter's shoulder. "May's gonna be worried sick once she finds out what happened today," Ben added. He then looked at Helen and Gwen.

"Come on. I'll give you guys a ride too," Ben said. Gwen nodded her head in acceptance, while Helen pulled out her cell phone.

"Just give me a minute. I need to call my mom," Helen said as she tapped on her mom's contact number and the smart phone immediately began dialing. Helen held the phone up as she listened to the ring tone repeat itself for nearly a minute before she received her mother's voice mail box.

"Mom, this is Helen. I was at the Science Expo today and Peter's Uncle is gonna give me a ride home. I'm not hurt or anything, so don't worry too much. I'll see you when I get home. Bye," Helen said as she left a message for her mother. She then stuffed the phone into her pocket.

"Okay, let's go," she said as she followed Ben, Peter, and Gwen through the lobby and various groups of people being interviewed by reporters, police, and medical personnel. Looking around, Helen saw Tony Stark guiding a paramedic over to a small child and their mother sitting on a bench, both of whom appeared to be scruffed up a bit. Helen reached down into her pocket and felt the small card Tony had given her earlier. She smiled as she realized her mom wouldn't need to resign, and she soon found a pep in her step as she followed Ben and the others outside the building.

* * *

 **The Osborne Manor, A Short Time Later...**

"Thanks for the ride!" Gwen called out to Ben as he drove his van away. Peter waved back at Gwen and Helen before the van disappeared from sight. The two girls then turned around and made their way into the lobby of the building before heading into an elevator. "Hey, Helen?" Gwen began timidly.

Helen glanced at Gwen as she selected the floor she wanted. "Um, I...I just wanted to say I'm sorry," Gwen said as the elevator began its ascent. "I'm sorry for abandoning you at the expo when you needed me. I was the one who convinced you to go there, and... I should've stayed by your side the whole time," she apologized. "I'm sorry for running away to hide as well," she added.

Helen slowly nodded her head in acceptance. "I forgive you," she said softly. Gwen's eyes widened a fraction at hearing Helen's words. "You'll need to make it up to me somehow, but I forgive you," Helen said as she looked Gwen in the eyes.

Gwen smiled at Helen gratefully, just as the elevator dinged and came to a halt. The door opened and the two girls stepped out into the entry hall of the manor. "Mom? Anetta?" Helen called out as she and Gwen stepped into the hall.

There was no response. "Hello!" Helen called out again. "Mom!? Are you home?" she called out once more, only to once again receive no response.

"Hm... I guess Anetta must be out getting groceries," Helen said as she looked around the empty hall.

"Who?" Gwen asked Helen curiously.

"Anetta. She's the maid," Helen clarified.

"Oh, right. Sorry, I keep forgetting you have a maid," Gwen said. "You don't talk about her very much," she added as she followed Helen over to the stairs. As the two girls ascended the steps, the faint sound of muffled rushing water could be heard in the distance.

"Oh, Mom's in the shower," Helen said. "That's why she didn't respond," she added as she and Gwen made their way over to her bedroom. Gwen quickly nodded her head in agreement as she followed Helen through the hallway before joining her in the bedroom.

Meanwhile, Nora was just drying off after stepping out of the shower. Stepping up to the sink, Nora looked at her reflection in the mirror. "Helen was there," she said to her reflection. "We could have hurt her by accident," she added.

Nora's reflection nodded her head in agreement. _**Yes, but we didn't. The Spider made herself useful, albeit very briefly, by protecting her**_. Nora nodded her head in response.

"Yeah, and if she hadn't been there... we might've blown up the whole building, with Helen inside," Nora said, disturbed by the realization of just how close she had come to killing her own daughter.

 _ **However, Nora, if the Spider hadn't interrupted us, then there would have been no need for us to use such extreme measures in the first place. If we had been able to kill Tony Stark, then we could have easily left and returned home without any trouble**_.

"Perhaps... but what if we didn't stop there? What if... what we had decided to go much further?" Nora asked worriedly.

 _ **We DIDN'T, Nora, so quit fretting**_ , the reflection responded sternly. Nora silently nodded her head before she resumed drying off and putting on some fresh clothes, which included some old grey sweat pants and a large green tank top, in addition to clean panties and a bra.

 _Remember, Nora, this is all for Helen's future. Everything you're doing is for HER_ , Nora reminded herself mentally. Taking a minute to compose herself, Nora opened the door to the bathroom and walked out into the hallway. Upon nearing the stairs, she heard voices coming from the other end of the hallway.

One of them sounded familiar. "Helen?" Nora asked curiously as she made her way down the hallway. She quickly found herself standing in front of Helen's bedroom door, which was open a crack, allowing her to listen in on her daughter and her guest for a moment as she peeked into the room, seeing Helen, who was sitting on her bed, and another girl with short blonde hair, who was standing and leaning against the wall. The girl looked familiar to Nora, but she couldn't quite place a name with the face.

 _Is that... um, Glenda? Gwen? Jen? No, it's Gwen, right? Gwen... something_ , Nora thought to herself as she carefully examined the girl's dirt-covered face.

Nora soon opened the door all the way and stepped inside. Helen and Gwen both looked over at Nora. Helen jumped off the bed and rushed over to Nora, quickly throwing her arms around her in a hug. "H-Helen? What's wrong?" Nora asked her daughter.

"Well, she _was_ almost killed by a homicidal lunatic earlier today," Gwen muttered. Nora's eyes widened slightly. She didn't remember seeing Gwen at the Expo earlier, but it was entirely possible that she had simply been hiding in a different spot from Helen and that boy with the glasses when she had fought Spider-Woman.

"What?" Nora asked Gwen, before she looked down at Helen, seeing some dust and soot on the girl's clothes and face. "Helen, what happened today? What's she talking about?" Nora asked, feigning ignorance as she looked her daughter over for signs of injury.

"We were at the science expo earlier today," Helen said, causing Nora to frown.

"The science expo? You mean the one funded by Stark Industries?" Nora asked Helen. Helen nodded her head in response. "Why?" Nora asked her daughter curiously.

"We were looking for Tony Stark so that we could talk to him about your resignation," Helen explained. "I mean, Tony Stark helped fund the expo, so it made sense that he would be there," she added. Nora nodded her head in agreement with her daughter's logic.

"But, then that... green maniac showed up and started killing people. Luckily, Spider-Woman showed up and drove her away," Helen said. "Oh, and Peter was there too," she added.

"And... did you manage to to find him? Stark, I mean," Nora asked her daughter. Helen smirked and reached into one of her pants pockets to pull out a business card. Nora took the card in one hand and looked at it curiously, her eyes soon narrowing as she saw Tony Stark's name and phone number on it.

"Not only did we find him, I talked to him too. Turns out that Mister Balkan _lied_ to you about Mister Stark's conditions for buying Oscorp," Helen said, causing Nora to look away from the card and instead focus on her daughter's face.

"What do you mean?" Nora asked Helen curiously.

"Well, apparently, Mister Stark only wanted you to leave the position of CEO, but he never wanted you to leave the company. He actually was hoping you would stay on as the director of the new special projects division, which is what Oscorp would become under Stark Industries," Helen explained. Nora felt her head begin to hurt.

 _So... Tony Stark... d-didn't try to force me out? It... it was all part of Balkan's ploy to get rid of me? Of course! Of course that bastard would try something like that! Oh, when I see him again, I'm gonna... oh, right_ , Nora thought to herself as she remembered killing Balkan earlier in the day.

Looking back down at the card in her hand, Nora smiled. "So... I don't actually have to leave the company," she said optimistically. "We're gonna be okay," she added before pulling her daughter into a tight hug.

"Um, I don't mean to ruin the moment," Gwen said after clearing her throat. "Buuuut... do you have a bathroom I could, um, maybe freshen up in?" she asked. Nora looked at Gwen and nodded her head.

"Of course, let me show you the guest bathroom," Nora said as she motioned for Gwen to follow her. Gwen nodded her head and followed Nora out of Helen's bedroom and into the hallway. "So, you look like you saw some excitement today," Nora said as she glanced over at Gwen and took in her dirtied clothes.

"You could say that. I spent most of the attack hiding in the bathroom while Helen and Peter were out in the hall with the maniac," Gwen said shamefully. "And i was the one who convinced Helen to go there in the first place," she added with a frown.

As Gwen spoke, Nora began to frown. _SHE convinced Helen to go there? So, she's responsible for my daughter almost getting killed today! That little bitch, I'll... n-no. No, because she and Helen going there means I don't have to resign from Oscorp. But... but still... she took Helen there and then ABANDONED HER!? She ran away and hid in the bathroom while my baby was trapped between me and Spider-Woman!?_

 _ **That's right, Nora. She needs to be reprimanded. We must punish her for putting Helen in harm's way**_ , the Goblin said to Nora in her head. Nora subtly nodded her head as she continued walking Gwen to the guest bathroom, glancing over at the younger female periodically.

"So... you just... _hid_ in the bathroom, while Helen was stuck in harm's way?" Nora asked Gwen pointedly. Gwen quickly caught on to the undertone of Nora's voice as she spoke.

"Y-Yes. I was scared, and I got hurt by some debris when that... that green-armored maniac broke through the building. So... I ran into the bathroom to hide," Gwen lied. "I'm _sorry_ ," she then added firmly, just as they reached the door to the bathroom.

Gwen turned and looked up at Nora, feeling the hairs on the back of her neck begin to raise as the older woman glared at her. There was something in her eyes that seemed... dark, menacing, and primal. There was a very sinister intent in Nora's glare, and Gwen could almost feel it radiating off of the older female. She noticed one of Nora's hands clenching into a fist before unclenching itself, and Gwen gulped softly as she backed up into the bathroom, her Spider Sense beginning to tingle as she raised her arms and held her hands up in a defensive manner.

Nora then looked down and saw some faint red tinges to the sleeves of Gwen's sweater. "Oh my, you _did_ get injured," Nora said as her voice and gaze began to soften. Gwen sensed a change in the woman's demeanor as she looked at her arms. That sinister intent in her eyes was gone now, replaced with what seemed to be genuine worry and concern. Her Spider Sense also began to recede.

 _That's odd. It doesn't usually do that unless my problem's been dealt with_ , Gwen thought curiously to herself. _Then again, her daughter almost died today, so... yeah, I guess she has every right to be pissed at me_ , Gwen mentally added as an afterthought.

"How did you say you got those injuries?" Nora asked Gwen curiously. Both arms had red spots in nearly identical locations. Blinking curiously at the sleeves, Nora began to think back to her fight with Spider-Woman earlier, when she had managed to slice into the other female's arms in the exact same location.

"I, uh, I was hit by debris when that maniac made a hole in the wall. She sent broken glass flying everywhere," Gwen lied. "I held my arms up to protect myself, and I got cut as my sleeves fell down," she added as another lie.

Nora then noticed that the end parts of both sleeves were tucked in to keep them from sliding away from Gwen's wrists. She then glanced down and saw how one of the pockets of Gwen's sweater bulged, indicating that there was something in there. Possibly a mask and gloves, which could mean...

 _No. She couldn't be, could she? Take away her shoes and she's about the right height. And her voice is a bit similar as well. Actually, it's... almost identical_ , Nora thought to herself as she looked Gwen up and down. _But... that also means, if she IS Spider-Woman, then she saved Helen's life. No, there's no IF about it. Hiding in the bathroom? Bullshit. She's Spider-Woman, end of story. But... she also saved my daughter's life, so in return... I will let her go... for now_ , Nora thought to herself.

"Right," Nora finally said, nodding her head in understanding. She then looked down at Tony Stark's business card before looking back up at Gwen. "Well... thank you, for bringing Helen home safely," Nora added. "I'm sorry if I scared you a moment ago. It's just... Helen's all I have left, and until a little bit ago, I just wasn't in a good place. Thank you, Gwen. For everything," Nora said as she placed a hand on Gwen's right shoulder and smiled gratefully at her before holding up Tony stark's business card in her other hand.

"You're welcome here anytime, Gwen. Take your time getting cleaned up. I'm gonna go back to Helen's room and talk with her some more about what happened today. If you'd like, you can stay for dinner. I'll even get you some clean clothes to wear so you can get a shower and get changed," Nora offered.

"Um... thanks, Missus Osborne. But... I-I don't wanna overstay my welcome. I think I should probably call my dad and- _oh shit!_ I forgot to let my dad know that I'm okay!" Gwen exclaimed, realizing that her father had undoubtedly heard about the expo attack by that point. She quickly reached into her pocket and pulled out her phone before dialing her father's cell phone number.

Nora watched with amusement as Gwen spoke to her father on the phone, smirking as the girl did her best to explain the situation and not make her father worry. "No, I'm fine! I said I'm fine! Just a few cuts and bruises, but nothing serious! Dad, I mean it!" Given how Gwen was freaking out and telling her father not to worry, she didn't seem to be doing a very good job of convincing the man that she as actually okay.

"Here, let me speak to him," Nora said as she held out a hand. Gwen eyed her carefully before nodding her head and giving the phone to her. Nora held the phone up to her ear and began speaking with Gwen's father, Police Lieutenant George Stacy. _And he probably has NO IDEA that his daughter is Spider-Woman_ , Nora thought to herself with amusement.

"Don't worry, I'll bring her home safe and sound, Lieutenant Stacy. She brought my daughter home safe and sound, so I owe her," Nora said to George over the phone. She nodded her head as George Stacy said something. "Okay. You're welcome. Bye," Nora said before ending the call and handing the phone back to Gwen.

"So, your father is okay with you staying for dinner if you'd like, but I can also drive you home whenever you want. It's up to you, Gwen. Just let me know what you wanna do when you're done in the bathroom," Nora said before turning around and walking back down the hallway.

Gwen nodded her head and slowly stepped into the bathroom, softly closing the door behind her before letting out a sigh. "Yeesh," she muttered before locking the door. She then walked over to the bathroom sink and pulled off her sweater and undershirt to look at her costume.

Her arms were still bleeding from where the Goblin's blades had cut her earlier, but the wound in her side seemed to be healing better now that she wasn't constantly twisting and turning her body. Gwen reached down and pressed a finger against the burned area, hissing at the pressure and contact. " _Damn_ ," she hissed before bringing her arms over the sink and turning on the faucet.

Gwen sighed as the water washed down over her cuts and swept away the dirt and grime from her battle earlier. Looking over at a medicine cabinet nearby, Gwen opened it to inspect its contents, finding a first aid kit inside. Pulling out the first aid kit, Gwen began cleaning her wound and wrapping gauze tape around her arms. When she was done, she put the first aid kit away and pulled her shirt and sweater back over her and tucked the shirt into her pants while letting the sweater stay loose.

She then placed her hands under the running water and cupped them before splashing the water onto her face several times. Grabbing a towel, Gwen wiped away the water and grime from her face before looking at her reflection in the mirror. "What a day," she said to herself with a sigh.

Leaning over the sink, Gwen propped herself up on her elbows and looked at her reflection in the mirror. "Who _was_ that Goblin?" she asked herself. The Goblin was still out there somewhere, and she had no idea where they were, who they were, or when they would strike next. _Not only that, but she completely owned me in that fight_ , Gwen thought bitterly to herself.

Sighing in frustration, Gwen stepped back from the sink and made her way over to the bathroom door before unlocking it and stepping out into the hallway. Looking around the hallway, Gwen noticed a few picture frames on the walls. A couple of them were family portraits which featured much younger versions of Helen and Nora alongside a man who Gwen could only guess was Helen's father.

Gwen studied the pictures on the walls for a few minutes, before she looked around the hallway with a slight sense of confusion. "Wait... which way is Helen's room?" she asked herself as she looked around. She then noticed the staircases in the distance. "Right. That way," she said to herself as she began walking back to Helen's bedroom.

* * *

 **The Osborne Manor, Later That Night...**

Pacing back and forth in her study, Nora quietly thought about the day's events. She eventually stopped in front of her desk and looked down at the business card from Tony Stark. All she had to do was call and arrange a meeting with him, and she could have what she wanted. It was so simple.

 _ **Not quite**_.

"What do you mean?" Nora asked as she walked over to her mirror. She looked at her reflection, which stared back at her. "How is it not that simple?" she asked her reflection.

 _ **We still have to deal with the spider**_ , the reflection told her.

"But... I thought we were going to leave her alone for saving Helen?" Nora asked her reflection curiously.

 _ **For now, but she'll eventually wise up. She has the power to stop us if she finds out who we are**_ , the reflection told Nora. Nora's eyes widened in realization.

"So, what do we do?" Nora asked her reflection worriedly.

 _ **We remove her from the equation. She must be dealt with before she can ruin us... and Helen's future**_ , the reflection replied with a sinister smirk.

"You mean... kill her?" Nora asked her reflection. "But... she's Helen's friend. Helen... would be heartbroken if we killed her friend," Nora said somberly. "I can't do that to her," she added.

The reflection curled its lips in disgust at Nora. _**Nora, she can ruin Helen's future if she discovers us**_ , the reflection said firmly.

"But what if she _doesn't?_ " Nora asked her reflection. "There must be some other way to handle her," Nora postulated. "What if... what if we could get her on our side? What if she were to join forces with us?" Nora asked her reflection.

 _ **Join us? Yes**_ , the reflection mused. _**She would be a very useful ally if we could get her to see things our way**_ , the reflection said with a smile.

* * *

 **The Daily Bugle, Sunday, May 20, 2040**

Sitting at his desk, J. Jonah Jameson frowned as he looked at the news headline of a competitor covering the previous day's expo center incident. He then looked up at Eddie Brock, who was standing in front of his desk. "Brock... why do all of the other papers have pictures and articles about yesterday's incident, while we have _nothing!?_ " Jameson asked him angrily.

"Because I left the Expo Center before the attack happened," Brock said. "I'd already interviewed Tony Stark on Friday, and I'd gotten plenty of pictures for all of the exhibitions by the time I'd left on Saturday," Brock explained. "I didn't know that some masked lunatic was gonna blow the place up later."

Jameson growled in response. "Dammit! This would have been a perfect scoop! You have the big event of the expo itself, and then you have Spider-Woman showing up to fight some green Goblin-looking maniac!" Jameson exclaimed. Then his eyes lit up as something occurred to him.

"Wait a minute... I know how to turn this around," Jameson said. Brock raised an eyebrow at looked at Jameson in confusion. " _Green Goblin Terrorizes City!_ Yeah, Green Goblin! Do ya like the name? I came up with it myself," Jameson said proudly.

"The Green... Goblin?" Brock asked him.

"Of course! All of these costumed lunatics need names! And The Daily Bugle will be the first to give 'em those names! Ah-ha! We can still stay ahead!" Jameson proclaimed proudly. Brock simply nodded his head and kept his mouth shut as he listened to Jameson prattle on.

 _Just nod your head and smile_ , Brock mentally told himself. "I want you to take pictures of the expo center and interview anyone you can find! Get statements! We need to make this the biggest story ever!" Jameson continued. _Just nod your head and smile_.

* * *

 **The Stacy Residence, Queens, New York, Wednesday Afternoon, May 23, 2040**

Sitting at her desk, Gwen finished up her last bit of homework for the night. "Finally," she muttered as she stuffed her math book into her backpack. She then logged in to her laptop and began doing some web surfing. _Okay, let's see if there are any updates or sightings of that Goblin_ , Gwen thought to herself as she started looking up news articles that were reporting on the Expo Incident.

She soon located an article by the Daily Bugle. _Green Goblin Still At Large_ , Gwen read silently to herself before she began digging into the meat of the article. As she scrolled down, she soon began to notice something about the victims of the attack. Aside from the security guards, all of the other victims had been members of Oscorp or Stark Industries.

"Oscorp board of directors... board member, board member, board member... all of these people were connected," Gwen said to herself curiously. "And the Goblin was about to kill Tony Stark when I showed up," she added. "She didn't target random civilians."

"All of her targets were deliberate, and all of them were members of the Oscorp board of directors," Gwen said to herself once more. "And then she started targeting Stark, so there's a grudge against Stark as well. Who would have a grudge against..." Gwen trailed off as she remembered the reason she and Helen had gone to the expo in the first place on Saturday, along with other pieces of her fight with the Goblin.

 _Ha! Try pushing a baby through there, Spidey! THEN, you can whine about how much it hurts!_

"She's a mother who has a grudge against Tony Stark and the Oscorp Board of Directors. Who do I know that fits that... description?" Gwen asked herself with a gulp as the pieces started fitting together. She quickly shook her head in denial.

" _No_ ," Gwen muttered to herself. "That can't be right. I mean, the Goblin tried to _kill_ Helen. It can't be Missus Osborne then, right?" Gwen asked herself. "She wouldn't try to kill her own daughter... would she?"

"It has to be a coincidence," Gwen said to herself unconvincingly. "Nora Osborne can't be the only person who's been spurned by Stark and Oscorp, right? I mean, there must be multiple people who've worked for both companies and have grudges against them... right?" Gwen kept telling herself, but the detective skills she'd learned from her father would not let her ignore her frightening discovery.

 _But Nora Osborne meets all of the criteria for the Goblin. She has, or at least HAD, the motivation, and her status as CEO of Oscorp gives her access to the technology seen in that glider and armor, and if Saturday was her day off, then she definitely had opportunity. She was showering when Helen and I arrived at her home_ , Gwen thought to herself.

"But... all of that is circumstantial," Gwen said to herself. "Besides, I don't have any hard evidence that it was actually _her_ ," she said in an effort to allay her fears. Still, however, the possibility of her friend's mother being the Green Goblin would not leave her mind.

"But... on Saturday, she said that Helen was all she had left. And she seemed _genuinely_ _upset_ when I lied to her that I had abandoned Helen to save myself," Gwen muttered. "If she's genuinely concerned for her daughter, then it wouldn't make sense for her to deliberately try to kill Helen at the expo," Gwen said, confused.

 _Unless... she didn't recognize Helen? No, there's no way she wouldn't recognize her own daughter_ , Gwen thought to herself. _In that case... maybe the Goblin_ _ **IS**_ _someone else who just happens to fit the same criteria. Stark and Oscorp are both big tech companies, so it's not impossible for either company to have employees who have worked for the other one in the past and might hold a grudge against senior staff_ , Gwen thought to herself much more convincingly than she had earlier.

 _I hope I'm wrong about Nora_ Gwen thought to herself. _Because if I'm right... what's gonna happen to Helen if I have to wrap up her mother and give her to the police?_

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _**The Spectacular Spider-Woman**_ , Nora decides to try convincing Spider-Woman to join her as her Goblin persona begins taking more and more control over her.

* * *

Author's Notes: And that was the 9th chapter the story! What a change of pace from the previous chapters. No action or montages at all!

Anyway, as you all have noticed, Nora is now aware of Gwen's identity as Spider-Woman. Gwen is also aware of the probability of Nora being the Green Goblin as well, but unlike Nora, Gwen isn't certain of the other's identity yet. Both of them, however, will be certain of the other's identity before the final chapter, but that's a little ways off yet.

As always, please be sure to let me know what you think of the chapter and/or the story so far in your reviews!


	10. Greed And Madness

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

Sorry for the delay, everybody, but back in May, my miniature dachshund had to be put to sleep after battling kidney disease for over a year and a half. So, I haven't really been in the mood to write much since then, and instead I've been focusing most of my time on campaign mods for Halo CE.

In this issue of _The Spectacular Spider-Woman_ , Gwen tries to determine whether or not Nora Osborne truly is the Green Goblin, while the Goblin plots to have Spider-Woman join her in a quest for power.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Spider-Man 2_ (2004) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, _Project A-Ko_ (1986) by Joey Carbone & Richie Zito, and the _Witchblade_ (2006 - 2007) anime soundtrack by Masunori Takumi.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) **:** _Specter Of The Goblin_ , _Norman's Troubles_ , _Revelation_.

Music From _Can't Buy Me Love_ (1987): _Geek Groove_ , _Siberia_ , _Broken Moon_.

 **Track Order Listing**

Um... There's no track listing for this chapter. I didn't find myself needing to have music accompanying anything that I wrote this time around.

* * *

 **CHAPTER 010: Greed And Madness**

* * *

 **Midtown High School, New York, Friday, May 25, 2040**

Sitting in the cafeteria, Gwen slowly ate her lunch as she pondered yet again how to determine the Green Goblin's true identity. Glancing over at Helen as she chatted with Mary Jane and Glory, Gwen soon realized that the most effective means of determining whether or not Helen's mother was the person who had almost killed her was to return to the Osborne Manor and investigate it for clues. The problem, of course, was figuring out a way to do so without raising any suspicion.

 _I could just sneak in while doing my usual thing around the city, buuuuut... that would be breaking and entering. Sure, I'm a vigilante, which already skirts the lines of legality in and of itself, but breaking into someone's home like I'm Batman would definitely be crossing a line. Besides, what if someone catches me? I can't take that risk_ , Gwen thought to herself. Looking over at Helen again as she laughed at someone Mary Jane said, an idea formed in Gwen's head.

 _What if Helen invites me over? I should be able to convince her to let me come over sometime, right? That would work_ , Gwen thought to herself. "Hey, M-J?" Gwen asked, prompting Mary Jane and Helen to look over at her curiously, while Glory quickly took a sip of her bottled water.

"Yeah?" Mary Jane asked Gwen curiously.

"What time is tomorrow's practice again?" Gwen asked her, knowing full well that the band didn't have any practice scheduled for the following day. "I can't remember when it's supposed to start," she added.

"Gwen, we don't have any practice for tomorrow, remember?" Mary Jane replied. Gwen lied by shaking her head in response, before Glory spoke up. "Do you _ever_ pay attention to anything?" Mary Jane asked Gwen, prompting Gwen to shake her head again. " _Blondes_ ," Mary Jane then muttered under her breath.

"I'm not gonna be home this weekend, so my house is gonna be off-limits," Glory said.

"Oh, where are you going?" Gwen asked Glory curiously.

"My cousin Samantha is getting married and my parents are taking me along to the wedding," Glory explained. Gwen nodded her head, having genuinely forgotten that bit of information. "The whole house is gonna be locked up tight," Glory then added.

"Right... where is the wedding at?" Gwen asked Glory.

"It's in Bloomfield," Glory replied.

"Huh, where's that?" Gwen asked her in response before she took a bite out of her lunch.

"I think it's somewhere in Pennsylvania," Mary Jane said.

"Actually, it's in New Jersey," Glory corrected her.

"Well, I guess I'll have plenty of time to get my homework done," Gwen said after she swallowed her food. Glory nodded her head in agreement. "So... my drums are gonna be safe in your garage, right?" Gwen then asked Glory pointedly.

"Yes, Gwen. Your drum set will be just fine. The whole house has a special security system set up, along with fake beware of dog signs for added insurance," Glory elaborated.

"What about the fake dogs? Are _they_ gonna be okay without you?" Helen asked Glory with a snicker. Glory rolled her eyes in response, while Gwen chuckled at Helen's question. "Who's gonna give them fake food and take them on fake walks?" Helen continued, prompting Gwen to continue chuckling.

"Obviously, the _fake neighbor_ ," Mary Jane snarked in response.

"Oh, and what do you pay them with?" Helen asked her with a grin.

"Fake money, of course," Glory said in a matter-of-fact manner.

"That's [snicker] fucking illegal," Gwen snickered with a smile. "I could send you to-to [snicker] jail for giving fake money to [snicker] f-fake people," Gwen continued, doing her best to hold in her laughter.

"Wait, _real jail_ or, like, _fake jail?_ " Helen asked Gwen with a chuckle, causing Gwen to double over as she placed her arm in her mouth to muffle the laughter.

Mary Jane rolled her eyes at the others. "Come on, guys. It's not _that_ funny," Mary Jane said. Gwen looked up at her in response.

"Yes, it is," Gwen said with a smile after she had finally caught her breath. "So... who else has plans for the weekend?" Gwen asked as she looked around the table.

"I'm just gonna be finishing my homework and then doing whatever," Helen said. Gwen nodded her head in response. "Say, Gwen, why don't you come over to my place and we can get it done together?" Helen then offered.

"Sure," Gwen replied. _Okay, don't screw this up. You've got ONE chance, Gwen_ , she thought to herself. "Which day and what time?" she then asked Helen.

"Hey, what about me?" Mary Jane asked.

"You wanna join us?" Helen asked her. Mary Jane nodded her head eagerly.

"Yeah, I don't exactly look forward to spending time at home, but I don't wanna just wander around the city either," Mary Jane replied. "Especially not with that green lunatic on the loose," she added. Gwen and Helen both nodded their heads in understanding.

"Okay then. Um, how about you guys come over around noon tomorrow?" Helen suggested.

"Will your mom be okay with that?" Gwen asked Helen.

"She has an interview with Mister Stark tomorrow. She won't be home until late evening," Helen replied. "Besides, I don't think she'd mind me having a few friends over anyway," she added.

Gwen and Mary Jane both glanced at each other before nodding their heads in agreement. "Sounds good. We'll be over around noon," Gwen said. _And then I can prove to myself that Helen's mother_ **ISN'T** _the Green Goblin_ , Gwen thought to herself. _It's just a coincidence. That's all it is_.

* * *

 **The Osborne Manor, New York City, Saturday, May 26, 2040**

Looking up at the building in front of them, Mary Jane slowly nodded her head in appreciation of the architecture. "Nice place Helen's got here," she said as she noticed a handful of what appeared to be building numbers underneath the Manor. The manor itself was situated on the top of the main structure, which seemed to have multiple floors. She and Gwen were both standing outside with their backpacks on. "Property taxes must be through the roof," she soon added.

"Eh, probably," Gwen said in response as she shrugged her shoulders. She really didn't care about Mary Jane's comments regarding the building or its taxes. Instead, she was more concerned about what she might find _inside_ the building.

"You know, I've always thought that the manor was just one big mansion in the middle of the city. I never realized it was basically a fat penthouse that simply _looked_ like a mansion," she added as she folded her arms across her chest. Gwen quietly nodded her head in agreement with the redhead. "It's still nicer than my own house," Mary Jane said as she glanced over at Gwen.

"We should probably get inside and stop standing around," Gwen finally suggested. Mary Jane nodded her head in agreement and followed Gwen inside the doors as they entered the main lobby. Mary Jane looked around at the interior of the lobby as she followed Gwen over to an elevator.

"I wonder why Helen rarely ever invites us over here?" Mary Jane asked rhetorically as Gwen pressed a button on the nearest elevator. "Everyone knows she's rich, so she can't be trying to hide it. Do you think she's embarrassed?" Mary Jane continued, this time directing her question at Gwen.

"I dunno. I've never asked her about it," Gwen responded as she waited for the elevator doors to open. She hoped she wouldn't have to wait too long.

"I wonder if anyone else lives here?" Mary Jane asked rhetorically as she looked around. "This place is too big for just Helen's family," she continued as she waited for the elevator to reach them. She soon noticed a residents list pasted on the wall nearby before walking over to it. "Oh! There _are_ other people who live here. They're just... on the lower levels," she reported to Gwen as she looked at the resident list.

A minute later, the elevator finally dinged as its doors opened. Gwen gestured for Mary Jane to hurry over as she stepped inside the elevator. Once Mary Jane was inside, Gwen pressed the button for the floor that held the Osborne Manor. The doors closed and the elevator soon began its ascent.

The ride was quiet for a minute until Mary Jane spoke up. "So... do you think she forgot we were coming over today?" Mary Jane asked Gwen. Gwen raised an eyebrow curiously at Mary Jane.

"I don't think so. What makes you think she'd forget that we're coming over today?" Gwen asked her in response. Mary Jane shrugged her shoulders, prompting Gwen to look at her curiously.

Soon, the elevator reached its destination. The doors opened with a ding and the duo stepped into the entry hall. Mary Jane looked around at the nicely furnished interior of the manor, noticing the rug on the floor in front of her, the small coffee table in the center of the main living area with a couch propped against the wall, and a handful of family portraits hanging on the walls near the stairs. "Honey, I'm home!" Mary Jane called out as she and Gwen strode toward the twin staircases. The two girls soon heard footsteps and looked up to see Helen standing near the top landing of the stairs to their right.

"Hey guys," Helen said with a wave. Gwen nodded her head in return as she quickly hopped up the stairs, with Mary Jane following close behind. Helen turned around after her friends reached the top. "This way," Helen said as she began walking back to her bedroom.

Mary Jane and Gwen followed Helen down the hallway. Mary Jane looked around at the various doors on each side of the hall. "Huh. How many rooms does this place have in it?" Mary Jane asked curiously.

"Well over a couple dozen," Helen replied. Mary Jane blinked in surprise. "Most of them are just used for storage space," Helen added as they reached her bedroom.

"How many bathrooms do you have?" Mary Jane asked her as they entered Helen's large and spacious bedroom.

"There's two up on this floor, and one down between the kitchen and the main study," Helen replied as she turned around and flopped onto her bed. Gwen and Mary Jane took off their backpacks and set them on the floor as Helen sat up. "You guys can take your shoes off if you'd like," Helen offered.

Gwen nodded her head but decided to keep her shoes on, while Mary Jane eagerly accepted the offer and began taking her shoes off. _I'll wait until we've gotten half-way through our homework. Then I'll ask to use the bathroom and sneak off to explore_ , Gwen thought to herself as she unzipped her backpack and took out her school supplies. Mary Jane soon followed suit and both girls had their binders set on Helen's bed, along with calculators and measuring tools.

"Okay, let's get started," Helen said as she grabbed her homework from her desk and joined Gwen and Mary Jane on the bed.

 **Some Time Later...**

As Gwen finished the last bit problem on her geometry homework, she looked up at the clock on Helen's wall. She then looked over at Helen. "Hey, I gotta go to the bathroom," Gwen said as she got up from the bed.

Helen looked up from her homework and nodded at Gwen. "Don't get lost," Helen said. Gwen nodded her head in response before turning around and walking out of the room. Slowly, Gwen strode down the hallway, her eyes carefully scanning the doors lining both sides of the hall.

Glancing over her shoulder, Gwen checked to make sure that she wasn't being observed by anyone before she carefully opened the first door in front of her. She slowly peeked her head inside and looked around, seeing a bed with a closet. _This must be... uh, what's her name's room. The maid_ , Gwen thought to herself before she backed away and carefully closed the door.

Carefully making her way to another door, Gwen slowly opened it and looked inside to see a room filled with old furniture and boxes stacked against the walls. It was a storage closet, and nothing seemed unusual. Closing the door carefully, Gwen continued her exploration of the manor, going through room by room until she neared the bathroom.

Deciding to actually use the bathroom, Gwen went inside and closed the door behind her as she made her way to the toilet to sit down. As she relieved herself, she began to contemplate her actions. _What am I doing, snooping through my friend's house like this?_

Gwen shook her head in dismay at herself. _Come on, Gwen. There's no way that Helen's mom is the Green Goblin. It's just a coincidence. That's all it is_ , she thought to herself. But still, that nagging feeling in the back of her mind would not subside. She had to be certain.

After finishing her business, she pulled up her pants, re-buckled the belt, and washed her hands before drying them with an extremely soft and plush-feeling hand towel. "So _so~oft_ ," Gwen whispered blissfully to herself as she caressed her hands and face with the hand towel before hanging it back up. "I gotta find out where she got those towels," Gwen muttered to herself as she exited the bathroom.

As Gwen turned to look back down the hallway where Helen's room was located, she forced herself to pause mid-step. _No... I have to be sure_ , she thought to herself. She then turned around and made her way over to a nearby door.

Carefully, Gwen opened the door and peeked inside to observe a large study of sorts. There were book shelves lining the walls, a coffee table in a corner, a computer desk and chair, and a large mirror between two book shelves. Stepping into the study, Gwen carefully looked around and examined her surroundings.

Everything appeared to be normal as she slowly walked around the room. Passing by the computer, Gwen glanced down to see that it was turned off, so she continued examining the book shelves and other odd things around the room, such as the strange tribal masks hanging from parts of the walls. There were a few pictures hanging on the walls as well, showing Robert Osborne and Nora on their wedding day, their honeymoon, and Helen Osborne as an infant.

Approaching the mirror on one of the walls, Gwen looked up and down at her reflection. _My hair is getting long again. I'll need to get it cut soon_ , Gwen thought to herself. Long hair was a pain when she needed to put on her mask.

Pressing a hand against the wall next to the mirror's frame, Gwen studied herself for a minute before noticing something odd. She could feel a flow of air near her hand. Moving over and leaning against the wall, Gwen noticed a small amount of space between the mirror and the wall. Raising an eyebrow in curiosity, Gwen looked up and down before noticing small hinges near the top and bottom of the mirror between it and the wall.

Stepping over to the other side of the mirror, Gwen noticed that there were a small number of dark metal objects spaced out underneath the mirror. Placing her hand on the mirror gently, she slowly pried it away from the wall, discovering that the objects were magnets, and that the mirror had magnets on it as well. But that wasn't the only discovery Gwen made as she soon noticed the passage that had been hidden by the mirror.

 _It's probably for a panic room or an emergency fire escape or something_ , Gwen tried to tell herself. However, a feeling began to form in the pit of her stomach as she glanced over her shoulder at the doorway to the study before turning back to look at the dark passage. Gwen paused for a few seconds as she mentally debated with herself over entering the passage, before ultimately deciding throw caution to the wind and enter the darkness.

Her eyes quickly adjusted to the lack of light, courtesy of her powers, and she slowly crept through the passage. Looking up, Gwen noticed a series of light bulbs lining the ceiling of the passageway. She decided against turning the lights on, instead opting to continue using her enhanced eye sight in the dark.

The passage had a layer of dust in some areas, but the majority of the floor and walls were surprisingly clean and well-kept. The air in the passage wasn't stale, and Gwen soon noticed a small vent nearby. After another minute of creeping, Gwen paused to glance back over her shoulder at the entrance of the passage before resuming her trek into the darkness.

Soon, Gwen noticed a series of racks propped up against the wall in the distance, along with more racks of dark round objects lining the passage after a certain point. Walking over to the closest rack, Gwen began to notice the orange and green coloration of the spherical objects, as well as their size. They were dead ringers for the Goblin's pumpkin grenades.

Gulping nervously, Gwen slowly turned around, only to notice a large space in a corner with a table in the middle... and a familiar glider resting on that table. "No. _Please, no_ ," Gwen pleaded softly in dismay as she looked at the Glider.

Gwen's eyes then widened as she noticed the purple utility vest and green armor of the Goblin stashed in a cupboard nearby, along with spare armor and that oh-so-familiar mask. Gulping, Gwen frowned and slowly shook her head in dismay at her discovery. _Helen... I'm so sorry_ , Gwen thought to herself as her fears were confirmed.

Slowly, Gwen began to back away from the corner. She carefully turned around and crept back toward the entrance of the passage. As soon as she returned to the study, she carefully pushed the mirror back into its spot on the wall and marched out of the study, carefully closing the door behind her. She then strode back over to the bathroom and locked herself inside.

Marching over to the toilet, Gwen sat down on the lid. "What am I gonna do? What am I gonna do!?" she asked herself. She then placed her head in her hands and took several deep breaths.

"Okay. Okay," Gwen said to herself as she tried to calm down. _Can I tell Dad? I should, right? I mean... the Goblin's a mass murderer. But... she's also Helen's mother. She's her only family. Maybe... maybe I can try to help her?_

Gwen shook her head at the thought. _Right. Try helping the psycho who almost killed you. That's a_ _ **GREAT**_ _plan! Okay, think, Gwen. Think!_

 _If I get into another fight with the Goblin at any point... I can try to incapacitate her. Then... I can deliver her to the police and make sure that she gets the help she needs. She's clearly not well... but she hasn't gone around attacking anyone since the expo either. Maybe she doesn't plan on suiting up again now that she's had her revenge?_

Gwen groaned in frustration. "Dammit!" she snapped, just before hearing a knock on the bathroom door. Gwen's eyes widened in surprise.

" _Gwen? Are you okay? You've been in there a long time_ ," Helen's voice said through the door.

"Yeah-I mean, no! No, I ate something that didn't agree with me this morning!" Gwen lied.

" _Well, turn on the fan then. And there's some spray in the cupboard above the toilet as well!_ " Helen called through the door.

"Okay! Thanks! I'll try to hurry up!" Gwen replied before she reached up into the cupboard above the toilet and retrieved a spray bottle with a flowery scent. She tapped the top a few times to let out a spray, and she soon found herself being overwhelmed by the scent.

Gwen felt herself becoming dizzy as the scent of the spray became too much. _Oh... shit_ , she thought to herself before reaching up to wave a hand in the air in the hopes of dispersing the spray. A few minutes later, after finally regaining her senses, Gwen flushed the toilet and strode over to the sink. She cupped her hands under the faucet and then splashed her face with water before grabbing a towel to dry her face.

After turning off the faucet, Gwen looked at her reflection in the mirror. She slowly shook her head in dismay as she contemplated her options. "There's no easy way out of this," Gwen said to herself. "Someone's gonna get hurt, no matter what."

* * *

 **New York City, Wednesday Night, May 30, 2040**

Perched atop the roof of an office building, Spider-Woman stared out at the fading light of the sunset before she turned around to look out across the rest of the city. For the past week, Gwen had been especially vigilant during her web-slinging activities, constantly searching for signs of the Green Goblin. The Goblin, however, had seemingly vanished.

 _But since Nora is the Goblin, maybe I should be glad that she isn't going around attacking people? I mean, since we managed to get Mr. Stark to talk to her, maybe things will be better_ , Gwen thought to herself optimistically. _But she still attacked and killed those people at the Expo Center. I can't... can I really just let that go, simply because she's my friend's mother?_

Gwen shook her head and groaned in frustration underneath her mask. _I don't know what to do_ , Gwen admitted to herself. _Okay, let's think. How would my father, a POLICE OFFICER, think about this?_

...

...

...

 _The green psycho bitch is guilty of murder and multiple counts of homicide_ , Gwen imagined her father's voice saying in her head. _But then... what would happen to Helen if her mother were locked away? Can I really do that to Helen?_

"Why?" Gwen asked herself with a frustrated sigh. "Why does this hero shit have to be so fucking _complicated?_ " she asked herself again as she stood up and prepared to shoot a web out at a nearby building to swing toward. But then she stopped.

There was a tingle in the back of her spine as her spider-senses began to come alive. Something was heading toward her. And it was moving _fast_.

Spider-Woman quickly spun around and saw a familiar shining green figure with purple cloth and a vest speeding toward her on a glider. "Oh _hell_ ," Gwen muttered to herself as she took a combative stance on the ledge. _Well, here she is_ , Gwen thought to herself bitterly.

" **Hey there, Spidey!** " the Goblin called out as she reached into one of her pouches and pulled out a small round object. " **How's your cooch feeling!?** " she then asked in a taunting manner before throwing the object at Spider-Woman. The object resembled the pumpkin grenades that she had used in her previous fight, but the coloration was very different.

Spider-Woman quickly leapt away from the sphere before it bounced on the roof top and let out a cloud of smoke. The smoke quickly expanded and covered the rooftop, engulfing Gwen and disorienting her as her vision became impaired. Her senses were going crazy as she found herself quickly losing the ability to focus. She soon began coughing as she stumbled around the roof top. She soon found herself feeling drowsy as she began to panic.

" **I've been doing some research since our last fight. Turns out that some species of spiders can be knocked out with certain types of smoke!** " The Goblin stated as she watched Spider-Woman stumble around the roof top in a daze. Taking out another smoke grenade, the Goblin tossed it at Spider-Woman, cackling as another smoke cloud engulfed the costumed heroine.

Watching intently, the Goblin smiled under her mask as Spider-Woman soon tumbled out of the smoke and landed her her stomach. The younger female attempted to crawl away, but her movements were becoming sluggish and uncoordinated. The smoke was already taking effect.

" **Pity. I actually expected more from you** ," The Goblin lamented as Spider-Woman's movements slowed down. " **But then again... I** _ **do**_ **need you to be incapacitated** ," she said before she began unwinding a bundle of rope from around her waist. Spider-Woman struggled to keep her head up, but her eye-lids were too heavy. Her head soon fell to the ground, her masked face colliding with the surface of the roof. Spider-Woman's world quickly faded to black as she lost consciousness.

 **One Hour Later...**

Slowly opening her eyes, Gwen blinked away the cobwebs of her smoke-induced nap. She tiredly began inspecting her environment, seeing that she was still on the roof top. Letting out a groan, Gwen turned her head as she noticed her legs lying limp in front of her. She then realized that ropes were tied around her. She attempted to struggle, but the effects of the smoke had left her somewhat paralyzed. She could feel the tiniest sensation in her fingers, however, but her feet and legs were completely asleep.

" **Oh, I didn't think you'd be up so soon** ," came the familiar voice of the Goblin. Gwen turned her head to see the Green-armored woman lying on her back nearby, her arms behind her helmeted head as a makeshift pillow of sorts. The Goblin soon sat up and patted herself to get rid of any dirt that had been on her armor before walking over to Gwen's immobile body.

"What do you want?" Gwen asked the Goblin. Green Goblin reached up and tapped a small button on the side of her helmet to make the orange eye covers retract, showing her real eyes to Gwen. Gwen noticed the dark filtered section of the helmet inside the detailed mouth area, showing the woman's vicious smile.

" **I have a proposition for you** ," Goblin said. Gwen snorted with a frown. Her sense of feeling was starting to grow from her fingertips down into her hands, but it was a very slow process.

"I'm not into other chicks," Gwen finally said.

The Green Goblin chuckled in response. " **That's not what I meant** ," she said. " **But hear me out** ," she then added.

Spider-Woman tilted her head at the Goblin in both curiosity and apprehension. The Goblin had already found a way to incapacitate her. She would need to tread carefully until the paralysis of the smoke would completely wear off. "Alright... I'm listening," Gwen finally said in a hesitant tone of voice.

The Goblin smirked behind her mask. " **Listen, Spidey... there's no need for either of us to fight each other** ," Goblin began. " **We both have power and ability beyond most people, and if we were to work** _ **together**_ **, we could make this city** _ **ours**_ ," Goblin said, grinning from ear to ear behind her helmet.

Gwen's eyes widened behind her mask. "You... you want me to... to _help you_ take over the city!?" she asked the Goblin incredulously. The green armored lunatic nodded her head in response.

" **Think about it! Aside from the occasional mutant, we're the most powerful people in this city** ," Goblin replied. " **Taking it over would be a breeze. Or... we could continue fighting each other, causing endless destruction and countless deaths as we engage in mortal combat with one another over and over again... until there's nothing left** ," Goblin said.

" **Look at you, Spider-Woman** ," Goblin said as she marched closer to the younger female. She crouched down in front of her and reached out to place her hand under the girl's chin, raising her head up to stare her in the eyes. " **You have so much potential... and you waste it in some hopeless pursuit of being a noble goody-two-shoes. It's so stupid, using your powers to help people who don't deserve your generosity** ," Goblin spat. " **Why do you even bother?** " she asked her opponent.

"It's the right thing to do," Spider-Woman replied.

The Goblin frowned behind her helmet and her eyes narrowed. " **The right thing to do? Uh-huh.** _ **Sure**_ ," she said mockingly. " **It may seem that way** _ **now**_ **, but sooner or later... you'll mess up. You'll fail to save someone, or you'll hurt or even kill someone by accident** ," Goblin said before letting go of Spider-Woman's chin and standing up.

" **And when that happens... this city; the people in it? They'll turn on you. You'll be just another dangerous mutant in their eyes, and you'll find yourself being hunted by the very people you once protected** ," Goblin ranted. " **The people you trust will stab you in the back, and everyone will be plotting against you**."

"That's not true!" Gwen snapped in response.

" **Yes, it is** ," Goblin replied quickly. " **Believe me, Spidey. I've been alive long enough to see how people devolve into animals at the first opportunity. I've been used, lied to, and screwed over plenty of times, so I know how the world works** ," she continued. " **And I'm just talking about how normal humans treat** _ **other normal humans**_ ," she added.

" **You and I** _ **both**_ **know how the world treats** _ **mutants**_ **, my dear. And right now, that mask on your face is the only thing keeping people from knocking down your door and dragging you to some remote dump where they can put you in your place for not fitting in** ," The Goblin said. " **You know I'm right. You may think that being a heroine and saving the day will give you a pass, but in the end, you'll be a target when things go wrong**."

"That isn't true. You're _wrong_ ," Spider-Woman retorted. The Goblin snorted in response and shook her head in dismay.

" **Join me, Spidey. I can keep you safe. I can make us both queens of this city, and no one will dare stand against our combined might. With your abilities and my fire power, we can take and have whatever we want. We'd make one hell of a team, so what do you say?** " Goblin asked her.

" _No_ ," Gwen said firmly. "I'll _never_ join you," she reiterated. The Goblin looked at her and shook her head slowly.

" **What a shame. Well... I'll give you some time to reconsider my offer, but I won't be as gentle the next time I approach you. So, watch your back** ," Goblin said as she turned around. She pressed a button on her left wrist panel and her glider quickly rose into the air before she leapt onto it.

Gwen watched as the Green Goblin sped away before disappearing into the night. She didn't bother struggling against her bindings, as she still didn't have any feeling in her legs and her elbows up to her shoulders were still numb. All she could do at the moment was think about what had just transpired and how her best friend's mother was completely insane.

 _I'm sorry, Helen_ , Gwen thought to herself solemnly.

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _**The Spectacular Spider-Woman**_ , the Green Goblin decides to raise the stakes for her next attempt at coercing Spider-Woman to join her.

* * *

Author's Notes: I'm sorry this took so long to push out, guys, but... I've just been having trouble feeling motivated to write anything since my dog died back in May. And... I've been keeping myself occupied with making campaign mods for Halo CE as a way of coping with things, since the interactivity of a video game makes it easier to forget the world around me than writing does.

So, anyway, I'm already working on the next two chapters, but it's going to be a while before I get them published. The story's climax is on its way, and it's going to be a brutal one.

As always, please be sure to let me know what you think of the chapter and/or story so far in your reviews! They're always appreciated!


	11. Ultimatum

**THE SPECTACULAR SPIDER-WOMAN: EARTH 2501**

By Anguirus1955

Disclaimer: Spider-Woman, Spider-Man, and the other characters therein are all the intellectual property of Marvel Comics and, subsequently, Disney, and Sony for the time being.

And now we reach the setup for the finale. In this issue, Green Goblin will find a way to push Spider-Woman beyond her limits and force her to make a choice: join the Goblin's side... or die alongside everyone she cares about.

Soundtracks I listened to while writing this include _Spider-Man_ (2002) by Danny Elfman, _Spider-Man 2_ (2004) by Danny Elfman, _Can't Buy Me Love_ (1987) by Robert Folk, _The Return Of Godzilla_ (1984) by Reijiro Koroku, _Elfen Lied_ (2004) by Konishi Kayo & Kondoo Yukio, and Ang Lee's _HULK_ (2003) Complete Score by Danny Elfman.

Please note that listening to this music while reading the story is _**not**_ a requirement. I simply provide this as a little something extra to help enhance the reading experience, if you the readers so wish to do so. Most of this music can be found and heard on YouTube or any number of anime soundtrack websites.

Sudden and Suspicious Disclaimer: I also advocate the purchasing and obtaining of official soundtracks through legal means.

Music From _Spider-Man_ (2002) Complete Score: _Main Title_ , _On The Bridge_ , _To The Rescue_ , _Revelation_ , _Norman's Troubles_.

Music From _Elfen Lied_ (2004) Original Soundtrack: _Yureai_ , _Hanayou_ , _Katsubou_.

Music From _HULK_ (2003) Complete Score: _Submerged_ , _Hospital Dream_ , _Bad Memories_ , _HULK End Credits_.

Music From _The Return Of Godzilla_ (1984): _Approach of the Missile*_ (this track is also called The Missile Draws Near in some translations), _Barashaibo_ , _Nuclear Missile Launch_.

Music From _Project A-Ko_ (1986): _Morning Light Type-B_ , _Morning Light Type-C_ , _In Your Eyes_.

 **Track Order Listing**

 **01**. _Hanayou_ (Breakfast), **02**. _Katsubou_ (Forceful request/Nora's horror), **03**. _Approach of the Missile_ (Gwen to hospital), **04**. _HULK End Credits_ (Gwen suits up)

* * *

 **CHAPTER 011: Ultimatum**

* * *

 **New York City, Friday Morning, June 08, 2040**

Walking down into the kitchen, Helen noticed her mother at the stove, the smell of eggs quickly reaching her nostrils. Nora turned her head as she saw her daughter approaching the table. "Good morning, sweetie," Nora said with a smile. Helen nodded her head in return.

"Morning, Mom," Helen replied as she set her backpack down on the floor. Nora noticed the backpack and eyed it before glancing back at Helen.

"Why do you have your backpack down here?" Nora asked her daughter.

"Because I plan on heading out early," Helen replied as she sat down at the table.

Nora slowly nodded her head before returning her attention to the food on the stove. The eggs were properly cooked now, so she turned off the burner before moving the skillet over to a large plate and scraping half of the eggs onto it. She then put the rest of the eggs on a second plate close by.

"Hey, where's Anetta?" Helen asked as she looked around the kitchen.

"Oh, she's running an errand," Nora replied as she placed Helen's plate on the table in front of her before sitting down with her own. As soon as her butt touched the chair, she began digging in, much to Helen's surprise. Helen ate her food slowly as she watched her mother wolf down her eggs, noticing that she wasn't even pausing to chew her food.

Nora soon noticed her daughter staring at her. Pausing to actually chew her food, Nora quickly swallowed before opening her mouth to speak. "Helen? Is something wrong?" Nora asked her daughter curiously.

Helen blinked a few times before shaking her head. "Uh, n-no. Nothing's wrong," Helen replied awkwardly before she resumed eating her eggs. Nora nodded her head before finishing off what was left of her own breakfast.

Once she was done, she took Helen's empty plate and carried it over to the dish washer. "So, what are your plans for this weekend?" Nora asked Helen. Helen looked at her mother curiously. "Well?" Nora asked her daughter expectantly.

"Well, since Glory is home this weekend, I'm gonna be heading to her place for some band practice with her, Gwen, and MJ. We'll probably just hang out somewhere tonight, but on Saturday and Sunday we're gonna have some long overdue practice sessions," Helen replied. Nora's eyes narrowed at the mention of Gwen's name.

"Hn. _Gwen_ ," Nora muttered to herself. _Spider-Bitch_ , Nora thought to herself. "Why don't the two of us just hang out together instead?" Nora offered. Helen blinked at her mother in surprise.

"Well... I mean, we've already made plans. I-I guess I could call the others and ask them if it's okay for me to sit this out, but... why do you wanna hang out with me all of a sudden?" Helen asked her mother curiously. While she was glad her mother wanted to spend time with her, the spontaneity of her mother's request just seemed odd. Helen wasn't quite sure if she was imagining things or not, but there was something about her mother that just seemed... off.

"Oh, come on. We don't spend much time together like we used to," Nora replied. Helen slowly nodded her head in agreement with her mother's point. But that still didn't explain the suddenness of her request.

"Yeah, but... why all of a sudden? Mom... is something wrong?" Helen asked Nora. Nora looked at her daughter with an odd expression on her face. Her eyes began to narrow slightly, and Helen felt a sense of uneasiness begin to grow in her.

"No, Helen. Nothing's wrong," Nora said with a strangely calm but also forceful tone of voice that made the uneasiness in Helen begin to spread. "I just want to spend time with my daughter tonight. Is that a problem?" Nora asked Helen with a slight hint of anger in her voice.

Alarm bells went off in Helen's head as she grabbed her backpack and slowly began to back up from the table. Nora began to slowly advance on her as she moved around the table as well, her eyes never leaving Helen. "N-No, nothing's wrong with that," Helen said nervously. _This isn't right. Why is Mom acting like this? This isn't like her_ , Helen thought to herself as she slipped her arms through the straps of her backpack.

"Then why don't you want to? If there's nothing wrong, then why aren't you agreeing to spend time with me?" Nora asked her in an expectant and dangerous tone of voice, her eyes narrowing even further into a glare. Helen gulped as she continued backing up.

"It's just... I-I already had plans and your request is so sudden. I-I mean, can't I have some time to think about this, like at school?" Helen asked nervously as her mother stepped closer and closer to her. "Please?" she pleaded as she tried backing away from her mother, only to find herself with her backpack against the wall.

"Why not think about it now?" Nora asked her as she closed the distance between herself and her daughter. "You need to learn how to think on your feet, honey. You can't always take hours on end to make a decision. The real world won't always give you that chance," Nora said condescendingly to her daughter.

Helen raised her hands in a defensive posture. "Um, look, Mom. I don't know what's gotten into you, but I really should go," Helen said nervously as she glanced over at the entrance of the kitchen. "I'll think about it at school, and then I'll call you, how about that?"

Nora reached out and grabbed Helen's right wrist, holding it tightly. Helen's eyes widened in shock at her mother's behavior. _W-What the hell is going on!? Why is Mom acting like this!?_ "M-Mom!?" Helen asked her mother fearfully.

Nora tilted her head and looked at Helen like a predator studying its prey. "You always spend time with your friends, Helen. Spend some time with Mommy," Nora said with a dangerous undertone as she started applying pressure to Helen's wrist. Helen gasped and began to wince at the increasing pressure.

"M-Mom? Come on, let go. Please, you're scaring-ow! Mom, you're hurting me! You're _hurting me!_ " Helen cried out as the pressure around her wrist became painful. "Mom, _please stop!_ " Helen begged as the pain increased. " _Mom, PLEASE!_ " Helen cried out as she grabbed Nora's arm with her free hand in an effort to pull her off.

Soon, Nora's eyes widened and she let go of Helen's wrist. She quickly stepped away from the girl and looked down at her hand in shock and disgust. She then looked back up at Helen, who was holding her wrist close to her chest before glancing at her mother fearfully.

"H-Helen?" Nora asked softly, pleadingly. Helen slowly shook her head and bolted. She sped out of the kitchen and through the entry hall before reaching the elevator.

"Helen? Helen! Wait, come back! _Helen!_ " Nora cried out as she stepped into the entry hall just in time to see her daughter disappear as the elevator doors slid shut. Nora listened to the ding as the elevator descended, before she fell to her knees on the carpet.

"What have I done?" Nora asked herself in fear, shame, and disgust. A shiver of disgust reverberated through Nora's body as she realized what she had just done. She felt like throwing up. Taking a deep breath to calm herself, Nora soon stood up and made her way over to the nearest stair case.

Quickly rushing up the stairs, Nora ran over to her study and slammed the door shut behind her before she tripped and fell over onto the floor. Pushing herself back up, she looked over at the mirror. "You! You made me do it, didn't you!?" Nora shrieked as she marched over to see her reflection.

 _ **Nora, listen to yourself**_ , the reflection said as it shook its head. _**All you did was try to teach her an important life lesson. She'll understand eventually**_ , the reflection said. _**Besides, you're finally taking what you want by force! That's what you've always wanted, isn't it!? The strength and conviction to take what's yours?**_

"No! No, this... This isn't what I want! I-I don't want my daughter to fear me! I love Helen! And I...I _hurt her_ ," Nora said with shame and regret in her voice. "I _hurt_ my daughter," Nora whispered shamefully to herself, tears streaming down her cheeks. "What's happening to me!?" Nora asked fearfully as she looked at her reflection in the mirror.

 _ **Nora, keep it together**_ , the reflection said. _**Don't forget, we still have to put our plan in motion to show the Spider the error of her ways**_. Nora looked at her reflection and shook her head in dismay. "I...I can't! I can't go through with it! I can't do it! I _won't!_ " Nora exclaimed.

Nora's reflection frowned in disgust at Nora's blatant regret. "This isn't me. I need help. I...I need help. I need to see a therapist or a doctor," Nora said to herself, causing her reflection to glare at her.

 _ **I don't think so**_ , the reflection growled. The reflection began to raise its arms up and hold them out in a manner that looked as though she were trying to choke someone. At the same time, Nora's arms began to raise themselves before her hands found purchase around her throat.

Nora's eyes widened as she looked at her reflection in the mirror. _**I'm sorry, Nora. But this is for your own good. If we're gonna take what's rightfully ours, make this city bend to our will... I need to have full control**_ , the reflection said with a frown, its skin turning greener and greener with each word it spoke. Nora soon found herself losing consciousness as her own hands asphyxiated her. She soon fell to the floor, hands still clasped around her neck, before the world around her went black.

* * *

 **Midtown High School, New York City, New York, Later That Morning...**

Stepping into her homeroom, Gwen noticed Helen sitting down at her desk with a math book in her hands. _Okay, I've been putting this off for a week. I need to tell Helen that her mother is the Goblin. I have to do this first, before I can take Nora into custody myself or tell my dad what I found_ , Gwen thought solemnly to herself as she slowly approached Helen's desk.

 _Remember what you rehearsed, Gwen. You can do this. It won't be easy, but it has to be done_ , she mentally told herself. Gwen then noticed the way Helen's hands tightly gripped her book, and how her face had an odd expression on it. Gwen then noticed the faint red line around Helen's wrist.

"Helen? Um... are you okay?" Gwen asked her friend cautiously. Helen looked up at Gwen and nodded her head silently before returning her attention to her book. "Um... what happened to your wrist?" Gwen asked her hesitantly. Helen tensed up briefly as she glanced down at her right hand.

"N-Nothing. Don't worry about it," Helen said in a slightly shaky voice. Gwen immediately realized that something was wrong. She didn't need her Spider-Sense for this.

"Helen, do you wanna talk about it?" Gwen pressed. Helen glanced up at Gwen and frowned before shaking her head. "Helen, are you sure?" Gwen asked her again with concern in her voice.

Helen inhaled and then shook her head before forcefully nodding. "I'm _fine_ ," Helen lied as she look at Gwen. Gwen soon noticed the dried tear stains on Helen's cheeks.

"Helen... what happened?" Gwen asked her friend with more evident concern in her voice.

"I said I'm _fine_ ," Helen lied again. Gwen shook her head in response.

"I don't wanna be rude, but... you're lying, Helen," Gwen said quietly. Helen looked up at her friend with a glare. "What happened? Who hurt you?" Gwen asked her quietly. Helen stayed quiet.

"Helen, my dad's a cop. Tell me who hurt you and I'll-" " _Shut up, Gwen!_ " Helen hissed, causing Gwen to stop speaking, her eyes widening in surprise.

"Helen, I'm just-" "Just leave me alone," Helen whispered. " _Please_ ," she added pleadingly. Gwen saw the pain in Helen's eyes as tears threatened to fall.

"I'm just trying to help you," Gwen whispered back. "You're my friend, Helen. Please, let me help you," Gwen pleaded in her own way. _Why won't she let me in? Why is she trying to protect the person who... oh my god. Oh my god_ , Gwen thought to herself as she realized who it was that hurt Helen.

"It was your mother, wasn't it?" Gwen asked Helen thoughtlessly. She quickly realized her mistake, but it was too late. Helen's eyes had narrowed into a sorrowful glare at her. "I-I'm sorry, it's just-" "I. Said. Shut. UP!" Helen snapped at Gwen, tears now streaming down her face again.

Gwen solemnly nodded her head in reluctant agreement. "Okay," Gwen said quietly. "When you _do_ wanna talk... I'll be waiting," she added before she walked over to her own desk and sat down.

* * *

 **NYPD Midtown South Precinct, Around Noon...**

Sitting at his desk, Police Lieutenant George Stacy looked at his computer monitor as he filled out a request form for a new uniform. One of his old uniforms had been damaged in the wash the previous morning. "Just one. That's all I need," he muttered to himself as he looked at the form.

He soon heard a strange noise from outside his window, which sounded like cackling. Turning around, he looked over just in time to see a green-armored figure approaching the building. His eyes widening, George quickly leaped over his desk and pulled out his service pistol, just as the wall of his office exploded in a shower of flame and debris.

George fell back to the floor as a piece of debris smacked into his leg, dropping his weapon in the process before a brick hit his side, causing him to wince and hiss in pain. " _ **HEELLLOOO, BAAAABY!**_ " the Goblin called out with a cackle. " _ **Ah! Georgie! So nice to meet you!**_ " Goblin cackled again as she leapt from her glider and marched over to the prone form of George Stacy on the floor. Just then, the doors of the office burst open as George's fellow officers entered the room, including his neighbor, Jefferson Davis.

Two of them drew their pistols, before the Green Goblin picked up George by the throat and held him in the air, ignoring them. " **Look, I just met you, and this is crazy** ," Goblin sang. " **But tell Spider-Bitch that I'm tired of waiting! Patience is** _ **NOT**_ **one of my virtues!** " she added with a snarl before she performed a chop to George's left side, causing him to cry out in pain.

"I-I don't even know who she is!" George cried out hoarsely. The grip on his throat made talking quiet difficult. " **How sad. Oh well, this should still serve as a message regardless** ," Goblin said in response before she punched George in the stomach and threw him at his fellow officers, knocking them down.

She quickly leapt back onto her glider. " **Sayonara suckers!** " Goblin shouted with a wave before she took off through the air, quickly disappearing from view.

"George!" Davis exclaimed as George rolled over on the floor and clutched at his side with a grimace. George groaned in pain. "Just hang on, George!"

* * *

 **Midtown High School, Hours Later, End of the School Day**

Walking through the hallway, Gwen tried to keep up with Helen as she deliberately avoided her. "Helen, please wait up!" Gwen called out to her friend. "Helen, I'm sorry for prying, but I really need to talk to you! Helen!" Gwen called out, only to soon lose track of Helen in the crowded hallway. "Shit!" Gwen swore to herself.

Exiting the building, Gwen soon saw a police cruiser pulling up to the sidewalk on the other side of the road. As the door opened, Gwen noticed that it was officer Jefferson Davis who was making his way toward the school. As Gwen prepared to get on the bus, she noticed Davis's expression as he made his way toward her. Stepping back from the bus, Gwen realized that something was wrong.

 _What the hell is going on today? First Helen, now Miles' father? What's next?_ Gwen was pulled out of her musings when Davis took a breath. "Gwen?" Davis asked her with concern in his voice.

"What's wrong?" Gwen asked him.

"Your father's in the hospital," Davis said, causing Gwen's eyes to widen. "I can't say too much right now, but I'll explain things in the cruiser," Davis said. Gwen nodded her head and followed him back to the cop car before hopping inside.

"Okay, tell me what happened," Gwen said as she buckled her seat belt.

"The police station was attacked by the Green Goblin a couple hours ago," Davis said. Gwen's eyes widened and her breath hitched in her throat. "Nobody died, but your father _was_ injured during the attack. He was the only person attacked, actually," Davis continued explaining as he weaved the cruiser through traffic.

 **A Short Time Later, in a Hospital...**

Following Davis through the hallways of the hospital, Gwen soon came across the door for the room where her father was being held. Knocking on the door, Davis looked at Gwen before the door was opened by a nurse. "Hi, I'm officer Davis and this is Gwen Stacy, Lieutenant Stacy's daughter," Davis said to her.

"Is my dad okay?" Gwen asked with concern.

"He's stable right now, but he has three broken ribs and is currently sedated," the nurse said to Gwen. Gwen nodded her head and looked over at her father, who was sleeping on a hospital bed.

"We'll be preparing him for surgery in a few hours. He won't be waking up until at least some time tomorrow," the nurse said apologetically. Gwen absentmindedly nodded her head as she looked at her father sleeping. She felt a strange numbness take over her body at that moment, and nothing else seemed to feel real to her.

And then... it all felt too real. She soon began to feel hypersensitive to everything around her, and she needed to breathe. Turning around, Gwen rushed out of the room and dry-heaved against a wall, with Davis quickly catching up to her.

"Gwen, Gwen! It's okay. Your father's gonna be fine. A few broken ribs aren't gonna put him down," Davis said in an effort to reassure the girl of her father's survival. Gwen nodded her head appreciatively.

"I... I need some space," Gwen said shakily, almost choking on her words. "I need space," she repeated. Davis nodded his head in understanding.

"Okay. Listen, do you wanna go home right now? I can bring you back tomorrow after the surgery is done and he's awake," Davis offered.

Gwen nodded her head in agreement to Davis's suggestion. "Okay. Now, do you wanna stay at home by yourself or would you like to stay with us tonight?" Davis asked her, since his house was just across the street from Gwen's.

"I... I don't know right now," Gwen said with uncertainty. "I need some time to think," she said between breaths. Davis nodded his head in understanding.

"Okay. Whatever you wanna do. If you change your mind, just let me know," he said to her as she slowly stepped away from the wall. Gwen nodded her head in appreciation.

"First... I think I wanna go home and... just... just think for a little bit," Gwen said. Davis nodded his head yet again.

"Alright then. Come on. I'll take ya home," he said as he turned and began walking back through the hospital. Gwen quickly followed after him.

* * *

 **The Stacy Household, A Short Time Later...**

Marching up the stairs to her room, Gwen quickly set her backpack down the moment she reached the landing. She then made her way into the bathroom. After finishing her business and washing her hands, she made her way over to her bedroom again, picking up her backpack before throwing it on the floor as soon as she entered the room. Closing her door, she walked over to her bed and plopped down face first onto it before rolling over onto her back. Gwen stared at the ceiling in heavy contemplation. _The Goblin almost killed my dad. She almost killed my dad. Why? Why would she attack a police station, though? Why was Dad the only person attacked?_

 _ **I won't be as gentle the next time I approach you**_.

Gwen's eyes lit up as realization dawned on her. " _No_ ," she gasped in horror. "She... she knows. Oh my god! She knows who I am," Gwen said in horror as she sat up on the bed. She quickly reached into her jeans and pulled her cell phone out of her pocket. _If the Goblin knows who I am, then Dad isn't the only person she'll target to get at me_ , Gwen thought to herself as she looked at her contact list and quickly dialed Mary Jane's phone number.

The phone range several times before she finally got MJ's voicemail box. "Listen, MJ, this is Gwen. My dad is in the hospital right now. The Green Goblin attacked the police station where he works. Nobody knows where that lunatic will strike next, so watch your back and call me as soon as you get this message. Bye!" Gwen said before hanging up.

She then dialed Glory's phone number. As with MJ, she only got the voicemail box. "Glory, this is Gwen! My dad's in the hospital right now. The Goblin attacked the station he works at! I tried calling MJ but I can't get a hold of her. Call me back as soon as you get this message! Bye!" Gwen said hurriedly into the phone.

Worry started to grow inside of Gwen as she dialed Peter's cell number. Unlike MJ and Glory, Peter actually picked up the phone. " _Hey, Gwen. What's up?_ " Peter asked over the phone. Gwen let out a sigh of relief at hearing Peter's voice.

"Pete, my dad's in the hospital right now," Gwen explained. " _What happened? Is he gonna be okay?_ " Peter asked her. "He was attacked by the Green Goblin at work today. He'll live, but some of his ribs were broken, so he'll be at the hospital for a while until he's all healed up," she explained.

" _Well, at least he'll live right?_ " Peter asked her, hoping to cheer her up. "Yeah. Yeah, he'll live. Um, Pete?" Gwen asked. " _Yeah?_ " he responded. "I tried calling Glory and MJ, but I couldn't reach either of them. Where are you right now?" Gwen asked worriedly.

" _I'm walking home from Joe's Pizza_ ," Peter replied. "Okay, just watch your back. Please?" Gwen pleaded. " _Sure. Hey, since MJ doesn't live too far from me, should I check and see if she's okay?_ " he asked Gwen.

"Um... if you do, make it quick, otherwise just get home as soon as possible. I'll try calling the others again in a few minutes," Gwen replied. " _Okay, I'll... what the-aah!_ " Peter cried out fearfully before a series of struggling noises were heard over the phone.

"Pete? Peter!" Gwen cried out fearfully as she heard the sounds of a struggle. "Peter, talk to me! Peter! Peter, please!" Gwen begged into the phone. " _ **I'm sorry, but Peter's a bit tied up right now**_ ," the voice of the Goblin said over the phone.

"What do you want?" Gwen asked her pointedly. " _ **I want to know if you've reached a decision yet, Spidey**_ ," Goblin replied, confirming Gwen's fears. " _ **That's right, Gwendolyn. I know who's under that mask**_ ," Goblin sneered through the phone.

"You won't get away with this... _Nora_ ," Gwen replied. The line was silent for a minute. "I'm sorry, did I catch you off guard?" Gwen asked with a frown. " _ **You aren't as stupid as I'd thought. I'm kind of impressed**_ ," Goblin finally said, breaking the silence.

"Where's Peter? What have you done with him?" Gwen asked. " _ **Like I said, he's tied up. So are the lezzies. Don't worry, they're all still breathing... for now. How long they'll stay that way depends entirely on you, Gwen**_ ," Goblin replied.

"Where and when do you want to meet?" Gwen asked her foe. " _ **Straight to the point? You ARE smart**_ ," Goblin quipped. "Come on, when and where, Gobby?" Gwen asked in frustration.

" _ **Why... the Goblin cave, of course**_ ," Goblin replied. "You mean the Osborne Manor?" Gwen asked in response. " _ **Where else?**_ " Goblin responded. "What time?" Gwen asked her.

" _ **No later than Eight PM tonight. You can arrive with or without your costume. If you arrive any later than Eight, one of your friends will die. And if you bring the police, ALL of them will die**_ ," Goblin said firmly.

"I'll be there," Gwen said through clenched teeth. " _ **Good. I look forward to seeing you. Bye**_ ," Goblin said before ending the call. Gwen frowned at the phone before setting it on the bed. She wasn't even going to bother calling Helen. If Nora had already displayed a willingness to attack her own daughter, then Gwen didn't doubt the possibility that the woman had probably tied up Helen the moment she returned home as well.

Getting off the bed, Gwen turned around and knelt down to pull out a box from the space under the bed. She quickly opened it, revealing a handful of porn magazines, before lifting up the false bottom and pulling out her suit. She then closed the lid and began to undress, leaving only her underwear and bra on her body.

Gwen then quickly remembered that she still had to tell Jefferson Davis what her plans were for the evening. Picking up her phone, Gwen dialed the officer's number and waited for him to pick up. " _Hey Gwen,_ " Davis said as soon as he picked up the phone. "Mister Davis... I've decided I'm gonna stay home tonight. I'll be okay by myself," Gwen said.

" _Alright, but if you need anything, don't hesitate to call_ ," Davis said. Gwen smiled, not that he could see her, and nodded her head in appreciation. "Thanks, I appreciate it. I'll let you know if anything changes," Gwen said. " _No problem_ ," Davis replied warmly.

"Thanks. Bye," Gwen finally said. " _Yup, bye_ ," Davis replied before hanging up. Looking down at the phone, Gwen placed it on the bed before she slipped into her spider suit. Once her gloves and mask were securely slipped on, Gwen made sure to turn the light on in her room to give the appearance of occupation to anyone passing by the house. She then made her way over to her father's bedroom before opening the window and slipping out, carefully sliding the window shut behind her before holding out an arm and shooting out a rope of web.

Spider-Woman swiftly slung herself through the air with her webs, deftly moving from rooftop to rooftop in determination. As she maneuvered through the city, there was only one goal on her mind: Take down the Goblin and save her friends. How the outcome might affect Helen wasn't even a concern to Gwen anymore. _Nora has killed dozens of innocent people, threatened to kill me, put my father in the hospital, harmed her own daughter, and kidnapped my friends. The bitch is going down_ , Gwen thought to herself as she shot out a web-rope to keep herself in the air as she soared over a busy intersection.

 _Just hang on guys. Spider-Woman is on her way. And you, Nora? You're gonna pay._

* * *

 **TEASER FOR NEXT TIME!**

In the next issue of _**The Spectacular Spider-Woman**_ , Gwen and the Goblin engage each other in mortal combat, with the lives of Gwen's friends hanging in the balance!

* * *

Author's Notes: And Chapter 11 is FINALLY finished. I'm finally getting back into writing groove now.

Anyway, as you can tell, we have now reached the endgame of this story arc, with Green Goblin kidnapping Gwen's friends as hostages... and yes, I know it's just like the Sam Raimi movie, but it's also like a lot of other movies where the bad guy kidnaps people important to the hero. And the Sam Raimi movie took that plot point from the comic where the Green Goblin kidnapped Gwen Stacy, which resulted in Gwen's death.

Anyway, please be sure to let me know what you think of the chapter and/or story so far in your reviews!


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